Message from the
    chairman and CEO

                       Dear shareholders,             At the beginning of 2011 we              excellent examples that
                                                      held a special safety summit at          demonstrate what can be achieved.
                                                      ArcelorMittal Dofasco in Canada.         Tubular products has reduced its
                       Thank you for taking           This summit concluded with a             frequency rate by more than 50%
                       the time to read               commitment to embed health               from 1.92 to 0.81 – an impressive
                       ArcelorMittal’s 2011           and safety in our core values;           achievement. Our mining division
                                                      adapt our leadership style to better     has improved its frequency rate
                       annual report,                 address employee commitment              from 1.63 to 1.18. Tubarão in Brazil
                       ‘Core strengths,               and engagement; ensure a stronger        now has a frequency rate of 0.25
                       sustainable returns’.          focus on fatality prevention; reduce     and Temirtau in Kazakhstan a very
                                                      contractor injuries and fatalities;      impressive 0.17. This shows us that
                       I will start with the result   and finally, use leading indicators       our overall group target of reaching
                                                      to implement preventative                1.0 by 2013 can be achieved. So
                       that is most important         measures to avoid similar incidents      valuable was the Canada meeting
                       to us: health and safety.      occurring again.                         that we held a repeat meeting at the
                       We continue to put great                                                end of the year to discuss how to
                       emphasis on our Journey        These commitments proved                 drive further improvement in 2012.
                                                      valuable as we succeeded in
                       to Zero program through        reducing our LTIFR (lost time injury     Although we still have some way to
                       which we are aiming to         frequency rate) for the year by the      travel on our journey, I am very
                       eradicate injuries and         20% target we set ourselves: from        pleased with the progress made
                       fatalities in the workplace.   1.77 to 1.42. Furthermore our            throughout the year and must
                                                      performance in the fourth quarter        commend the employees of
                                                      of 2011 – an LTIFR of 1.2 – was          ArcelorMittal and our
                                                      the best we have reported yet for a      subcontractors for their efforts.
                                                      single quarter. As is to be expected     Safety is at the heart of everything
                                                      in an organization of the size and       we do and we truly believe that
                                                      scale of ArcelorMittal, not all plants   having a deeply embedded safety
                                                      and sites are yet at the same            culture can only have a positive
                                                      standard. But we have some




2
Overview
effect on ArcelorMittal’s              Projects temporarily paused include      possible we look to find solutions forIn this volatile economic




                                                                                                                                                            Our business
performance as a whole.                the Monlevade and Vega do Sul            everyone affected. But I am certain  environment, it is imperative that
                                       expansion projects in Brazil.            that to be a stronger and therefore  businesses have a clear strategy,
Turning to the financials, Ebitda       Although Brazil has been affected        more sustainable business in Europe  underpinned by a set of core
for the full year was $10.1 billion,   by currency appreciation, inflation       we have to adapt to the realities of strengths. ArcelorMittal has many
an improvement of 18.7%                and rising wage costs which have         the operating environment.           strengths but there are five in
year-on-year. Sales were $94.0         decreased competitiveness, it                                                 particular that we believe are
billion compared with $78.0 billion    remains one of the fastest growing       The US, although not without its     fundamental to our continued
in 2010 while operating income         economies, recently overtaking the       challenges, provides a more positive success in responding to evolving




                                                                                                                                                            Sustainability
increased by 36% from $3.6 billion     UK to become the 6th largest             picture. Demand at the beginning     market conditions and delivering
to $4.9 billion. Net income            economy in the world. It remains an      of this year is strong and is        sustainable returns.
decreased from $2.9 billion to         important market for ArcelorMittal       being supported by energy
$2.3 billion, due to $1.3 billion      and our intention will be to re-start    and automotive demand, which         These are our quality core
of non-recurring charges which         these projects when the economic         continues to improve. In February    assets; our ability to make cost
partially offset an otherwise          situation and the market permit.         there were 15 million light vehicle  improvements; our market-leading
improved performance. Net                                                       sales on an annualized basis in      automotive steel; our world-class
debt at the end of the year             As we begin 2012, overall               the US, the highest since February mining business; and a stronger




                                                                                                                                                            Performance
was $22.5 billion.                      global sentiment is improving           2008. Indicators of underlying steel balance sheet.
                                        but downside risks remain. Steel        demand continue to follow the
Writing to you last year, I said        will continue to remain a material      economy on an upward trajectory      ArcelorMittal’s portfolio of high
that we expected to continue to         of choice and we expect worldwide       supported by rising consumer and quality core steel assets is well
see a gradual improvement in the        demand to grow further. With            business confidence.                  placed in terms of product quality
economy and that 2011 would be our global footprint, ArcelorMittal                                                   and production costs. The group is
a stronger year than 2010. The          is well positioned to benefit            China has recently announced that well diversified and our production
year started as we anticipated,         from such continued growth.             it expects slower GDP1 growth of     facilities outside North America and




                                                                                                                                                            Governance
with a continued albeit gradual         Nevertheless, in a challenged           approximately 7.5% this year. The    Europe generated approximately
improvement in the overall              environment it is necessary to          main risk to the Chinese economy     40% of our steel-based Ebitda in
economy. However the second             make some structural changes            is a further downturn in private     2011. As a result, despite low
half, and particularly the fourth       to strengthen our presence in           residential construction as the      operating rates, particularly in
quarter, was negatively affected        weaker markets. This will also          government has signaled its          Europe, the group generated
by a deterioration of the economy, serve to enhance the positive                unwillingness to relax its clampdown Ebitda of $118 a tonne in 2011.
most specifically linked to the debt impact of our exposure to                   on the property market until prices
crisis in Europe. Fears that a collapse stronger regional markets.              are more affordable. As a result,




                                                                                                                                                            Financial statements
of the eurozone could push the                                                  China’s end-user demand continues
global economy back into recession Europe remains the biggest                   to remain relatively weak as
affected sentiment globally.            challenge. Although the worst           manufacturing exports slow and
A combination of weak sentiment, case scenario seems to have been               new construction in the private real
slow underlying demand and falling avoided, demand is still substantially       estate market falls, though with
raw material prices triggered a         below pre-crisis levels and is set      some offset from public housing
period of significant destocking that to remain so for some time. As             projects. While industrial output is
resulted in apparent steel demand       a result, regretfully in 2011 we        expected to show improvements
falling by 5% in the final quarter.      took the decision to propose the        year-on-year and steel production
                                        permanent closure of the liquid         is expected to pick up over the next
In light of the changed                 phase in Liège. In a move to operate    few months, the overall message
environment, ArcelorMittal              as efficiently as possible, the liquid   is that growth has slowed.
re-considered its capital               phase at a number of other facilities   Nevertheless we expect Chinese
expenditure program and decided         has also been temporarily idled         GDP growth to remain at least in
to pause all growth projects in the while we concentrate slab                   line with government estimates
steel business. Capital expenditure production at a smaller number of           and steel demand to expand close
for the year therefore, although        our most competitive sites. Such        to 5% this year.
increasing to $4.8 billion compared decisions are always difficult to
to $3.3 billion in 2010, was below take, especially due to their social
the initially planned $5-5.5 billion. impact. ArcelorMittal is committed
                                        to strong social dialogue and where
                                                                                                                                                                  ArcelorMittal Annual Report 2011




1   Gross Domestic Product.                                                                                                                                                   3
Message from the
    chairman and CEO
    continued


                       We have always focused         Further resilience comes from the       In 2011, we separated the financial
                                                      group’s position as the industry        results of our mining business to
                       on cost competitiveness        leader in value-added steel. With       clearly show the contribution this
                       as an important lever of       a 40% share of major automotive         segment is bringing to the overall
                       our business. The group        steel markets, ArcelorMittal is the     business. For ArcelorMittal, our
                       has a strong track record      leading supplier to the automotive      mining segment is a significant
                                                      industry. This is a contract-based      advantage. It ensures security of
                       of delivering consistent       business and compared to more           raw materials supply to our steel
                       cost improvements              commodity-orientated businesses,        business; it enables us to sell to
                       through our management         the margins are inherently more         a growing list of third party
                       gains program. Since           stable and volumes less prone to        customers; it allows optimization
                                                      short-term stocking/destocking          of supply and logistics savings
                       2008, we have identified       cycles. This business performed         and it provides the group with
                       management gains of            well in 2011 despite the volatility     diversification and an effective
                       $4 billion with a further      in the broader market. We are at        hedge against raw material
                       $0.8 billion to be achieved    the forefront of steel research and     price changes.
                                                      development, with our spend being
                       before the end of this year.   at least twice that of key European   Mining is also a major source
                       During 2011 we also            and American competitors. We          of growth. Production volumes
                       announced a new asset          work directly with our customers to   increased 20% in coal and 10% in
                       optimization plan, which       stay ahead of the curve by offering   iron ore in 2011 and this growth
                                                      steel technologies that go beyond     will continue as we remain on-track
                       will deliver an additional     the material itself. For example, our to produce 100 million tonnes of
                       $1 billion of Ebitda on an     advanced high-strength steels and     iron ore by 2015. There are many
                       annualized basis by the        ‘S-in motion’ solutions are helping   interesting projects underway, but
                       end of 2012.                   automotive customers balance the      the biggest highlight from our
                                                      demands of improved safety with       mining business in 2011 was the
                                                      reduced fuel consumption.             official launch and first shipment
                                                                                            of our iron ore project in Liberia
                                                      The group’s performance in 2011       in September. This project was
                                                      was boosted by its world-class        a major milestone not only for
                                                      mining business. ArcelorMittal        ArcelorMittal, but also for the
                                                      has always pursued a strategy of      country and people of Liberia. In
                                                      owning our own mines. However,        order to reach this stage, we had to
                                                      we have now transformed from          rebuild the entire infrastructure that
                                                      being the world’s leading steel       had been destroyed in the course of
                                                      company with a strategy of vertical the country’s prolonged turmoil –
                                                      integration, into the world’s leading including 240km of railway line
                                                      steel and mining company with a       and the port and material handling
                                                      portfolio of high-quality growth      facilities at Buchanan.
                                                      mining assets that sell to both
                                                      internal and external customers.      The final core strength I would like
                                                      This combination gives us a unique to highlight is our balance sheet,
                                                      profile among our peers.               which is far stronger today than
                                                                                            it was at the onset of the global
                                                                                            financial crisis in the third quarter
                                                                                            of 2008. We have significantly
                                                                                            reduced net debt by $10 billion,
                                                                                            more than doubled the debt
                                                                                            maturity profile to over six




4
Overview
years and diversified the sources     by the French Institute of Internal  Finally, I would like to




                                                                                                              Our business
of funding. We have a plan to        Assurance; and we have also
further reduce net debt through      regained the top spot in the metals
                                                                          thank all ArcelorMittal
Ebitda growth, ensuring discipline   sector in Fortune’s annual list of   employees, my colleagues
on capex plans, focusing on          most admired companies. Again,       on the management
working capital management and       these are achievements of which      committee, the Group
generating cash through non-core     the whole company is proud.
asset divestments.                   ArcelorMittal is a company that can
                                                                          Management Board and
                                     be admired on a number of fronts: the board of directors, for




                                                                                                              Sustainability
The combination of these five         for the quality of the products we   their support, hard work
strengths makes ArcelorMittal        produce; for our dedication to       and contribution to the
a strong and unique company.         finding the best solutions for our
As a result, despite the ongoing     customers; for our contribution
                                                                          company’s performance
challenges in the global economy,    to the economies in which we         in 2011.
we are able to continue to adapt     operate; and for our commitment
to the evolving market-place and     to produce safe sustainable steel.   We are all excited about
provide our customers with the high How we do business is as important




                                                                                                              Performance
quality steel and raw materials they as what we do. We publish a
                                                                          2012 – an Olympic year
require – fulfilling our purpose of   separate corporate responsibility    – when the ArcelorMittal
generating sustainable returns while report which I would urge you all to Orbit will stand proud as
helping build the infrastructure of  read. To mention a few highlights,   a symbol of all that our
the modern world.                    we retained our membership in
                                     the Dow Jones Sustainability and
                                                                          company is capable of.
The people of our group are the      FTSE4Good indices; implemented
foundation from which we build       a human rights policy with over




                                                                                                              Governance
on our strengths. I have always      147,000 employees trained to
believed that ArcelorMittal has a    date; published a responsible        Lakshmi N Mittal
world-class team and this was        sourcing code; and significantly      Chairman and CEO of ArcelorMittal
confirmed in 2011 when for the        strengthened our stakeholder
first time we featured in the Aon     engagement plan.
Hewitt ranking of top companies
for leaders. This accolade is a
testament to the quality of our




                                                                                                              Financial statements
leaders – and indeed all of our
261,000 employees. I recognize
that these are challenging times
for everyone and I would like
to thank all our employees for
their continued hard work
and commitment.

This was not the only recognition
we received during the year. There
are too many to list them all. But a
number stand out. Our internal
assurance team was honored for
excellence in the categories of
Best Internal Audit Contribution
and Best Risk Mapping Approach
                                                                                                                    ArcelorMittal Annual Report 2011




                                                                                                                                5
Financial highlights



                           Knowing your core strengths
                           is important when faced with
                           economic volatility and rapid change.
                           At ArcelorMittal, having five core
                           strengths at the heart of the business
                           has helped to ensure we have
                           effectively responded to evolving
                           market conditions while maintaining
                           a consistent strategy.
                           Aditya Mittal
                           CFO, member of the Group Management Board




                           Financial highlights
                           Sales ($1 million)
                           2011                                                                                93,973
                           2010                                                              78,025

                           Ebitda2 ($ million)
                           2011                                                                       10,117
                           2010                                                      8,525

                           Shipments (million tonnes)
                           2011                                                                  85.8
                           2010                                                                  85.0

                           Operating income ($ million)
                           2011                                                  4,898
                           2010                                  3,605

                           Net income3 ($ million)
                           2011                            2,263
                           2010                                          2,916

                           Basic earnings per share ($)
                           2011             1.46
                           2010                           1.93




6
Overview
                                                                                                                                                                                                        Our business
2011 steel shipments by location (thousand tonnes)4
Segment                                                                                          Total
Flat Carbon Americas:                                                                         22,249
    North America                                                                             17,084
    South America                                                                              5,165
Flat Carbon Europe:                                                                           27,123
    Europe                                                                                    27,123




                                                                                                                                                                                                        Sustainability
Long Carbon Americas and Europe:                                                              23,869
    North America                                                                              4,584
    South America                                                                              5,660
    Europe                                                                                    12,547
    Other5                                                                                     1,078
AACIS (Asia, Africa and CIS6):                                                                12,516
    Africa                                                                                     4,624




                                                                                                                                                                                                        Performance
    Asia, CIS and other                                                                        7,892




Number of employees6 at December 31, 2011 according to segments
Segment                                                               Total                        %
    Flat Carbon Americas                                           31,566                         12




                                                                                                                                                                                                        Governance
    Flat Carbon Europe                                             62,130                         24
    Long Carbon Americas and Europe                                53,558                         21
    AACIS (Asia, Africa and CIS7)                                  57,774                         22
    Distribution Solutions                                         16,998                          7
    Mining                                                         36,873                         14
    Other activities                                                1,624                         —
Total                                                             260,523                        100




                                                                                                                                                                                                        Financial statements
Allocation of employees6 at December 31, 2011 according to geographic location
Region                                                                Total                        %
    EU278                                                          97,619                         37
    Other European countries9                                      41,611                         16
    North America                                                  36,662                         14
    South America                                                  22,679                          9
    Asia                                                           41,565                         16
    Middle East and Africa                                         20,387                          8
Total                                                             260,523                        100




Own annual coal production (million tonnes)10                                                                Own annual iron ore production (million tonnes)10

    2011                                                                     8.3                              2011                                                            54.1
                                                                                                                                                                                                              ArcelorMittal Annual Report 2011




    2010                                                    7.0                                               2010                                                   48.9
    2009                                                     7.1                                              2009                               37.7




1   ‘US$’, ‘$’, ‘dollars’, ‘USD’ or ‘US dollars’ are to United States dollars, the official              7  Commonwealth of Independent States.
    currency of the United States.                                                                       8  EU27 includes Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia,
2   Ebitda is defined as operating income plus depreciation, impairment expenses                            Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg,
    and exceptional items.                                                                                  Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden
3   Excluding non-controlling interests.                                                                    and the United Kingdom.
4   Shipments originating from a geographical location.                                                  9 Other European countries include Bosnia, Croatia, Macedonia, Norway, Russia, Serbia,
5   Includes tubular products business.                                                                     Switzerland, Turkey and Ukraine.
6   Full-time equivalent.                                                                                10 Own iron ore and coal production excluding strategic long-term contracts.

                                                                                                                                                                                                                            7
Steel and raw
    materials:
    market analysis
                                                   Steel is at the core of         In 2011, the global steel market          late September, apparent steel
                                                                                   continued to build on the slow            demand remained stable over
                                                   the infrastructure that         recovery in demand witnessed in           the second and most of the third
                                                   surrounds us, completely,       2010, although destocking in              quarter – even though leading
                                                   in all aspects of everyday      the latter part of 2011 – most            economic indicators such as
                                                   life. So infrastructure         apparent in Europe and China –            purchasing managers indices were
                                                                                   limited the increase in apparent          already turning down in the second
                                                   growth plans – whether          steel demand to 6.4% year-on-             quarter in Europe, the US and China.
                                                   government-backed               year. Crude steel production, which
                                                   or private – impact             peaked in the first quarter of the         Autumn shift in sentiment
                                                   on demand for steel.            year, increased by 6.8% to 1,527          The end of the third quarter
                                                                                   million tonnes. Although this was         saw a material shift in sentiment.
                                                                                   a new record, average capacity            With the eurozone sovereign crisis
                                                                                   utilization at the world’s steel plants   intensifying and stock markets
                                                                                   remains significantly below the            in decline, the iron ore price fell
                                                                                   levels recorded in 2006 and 2007,         sharply. This led to destocking at
                                                                                   before the global economic crisis         service centers, most markedly in
                                                                                   caused world demand to contract           Europe where inventories had risen
                                                                                   sharply. This is particularly so          to levels above historic norms. In
                                                                                   in Europe.                                the US, where steel inventories
                                                                                                                             were some 25% below 2008 peak
                                                                                   Movements in raw material prices          levels and auto inventories low by
                                                                                   played a major role in shifts in          past standards, destocking was
                                                                                   apparent demand – which                   more limited – and had started
                                                                                   combines both underlying real             to reverse on the back of
                                                                                   demand and changes in inventory           strengthening real demand
                                                                                   – over the course of the year.            before the end of the year.
                                                                                   The first quarter was marked by
                                                                                   significant restocking by both steel    These contrasting demand patterns
                                                                                   service centers and end-users as       were reflected in a sharp divergence
                                                                                   a continuing increase in iron ore      in steel prices between the US and
                                                                                   prices, rising to a new peak of over   Europe from November onwards.
                                                                                   $190 a tonne in February 2011,         By the end of the year, the price of



                                                     800
                                                                                   raised expectations of a continuing    HRC in the US midwest was more
                                                                                   rise in steel prices.                  than $120 a tonne higher than the
                                                                                                                          equivalent steel in Germany. This
                                                                                   This process was further boosted       was the widest price divergence
                                                                             mt*   by severe floods in Australia, which since the first half of 2008. At the
                                                                                   inhibited coal production and          same time, a number of European
                                                     China’s estimated installed   resulted in a rise of around one third steel producers scaled back on
                                                     steel capacity                in world coking coal prices to more their production.
                                                   * millions of tonnes.
                                                                                   than $300 a tonne. As a result of
                                                                                   these factors in the first quarter,     Globally, crude steel capacity
                                                                                   apparent demand rose around            utilization fell in December to its
                                                                                   10% year-on-year for the world,        lowest level for two years, at
                                                                                   excluding China.                       71.7%. That compared with a peak
                                                                                                                          for the year of 83.3% in February.
                                                                                   Spot steel prices increased during     The principal reason for this sharp
    Responsible sourcing program
    ArcelorMittal incorporates social, ethical                                     the first quarter of 2011 to nearly decline was a sizeable cut in
    and environmental considerations into                                          €630 a tonne for spot hot rolled       Chinese production in the second
    sourcing decisions in order to positively                                      coil (HRC) in Europe and about         half of the year.
    contribute to our goal of producing Safe
                                                                                   $970 a tonne in the US, from
    Sustainable Steel. To this end, we have
    launched our ‘responsible sourcing program’.                                   €485 and $617 respectively.            Despite the difficult end to the
    This sets out how we will work with our                                        After prices peaked in April and       year, apparent steel demand in
    suppliers and defines our minimum                                              May 2011, all of the early 2011        both Europe and the US built on
    requirements from our responsible sourcing                                     price gains were lost over the         the recovery that started in 2010.
    principles, such as health and safety and
    human rights. These responsible sourcing                                       following two quarters.                In Europe, apparent demand grew
    principles will be given systematic                                                                                   by around 6.1% with particularly
    consideration alongside factors such                                           With substantial purchases of steel strong off-take in Germany and
    as price and quality.                                                          having been brought forward, the       Poland. In the US market, there was
                                                                                   usual seasonal peak in demand in       growth of 11.5%. The strongest
                                                                                   the northern hemisphere failed to      market of all was the CIS, which
                                                                                   materialize in 2011. However, with recorded growth in apparent
                                                                                   iron prices fluctuating within a        demand of around 13% on the year.
                                                                                   narrow range from February to




8
Overview
Brazil recorded reduced growth.        In the first nine months of 2011,       120 million tonnes compared                    2012 outlook




                                                                                                                                                              Our business
In 2010, the V-shaped economic         China experienced consistent           with the June peak. For reference,
recovery had sucked in a large         growth in apparent demand,             a production cut on that scale is
volume of imports to leave the         although inventory building peaked     the equivalent of removing US and              For 2012, we are
country over-stocked in flat            in early March and then leveled out.   German production from the world               forecasting a further
products. With destocking in           In June, domestic steel production     marketplace. Despite the cutbacks,             improvement in steel
progress through the second            reached a new all-time high,           Chinese steel production still rose
half of 2011, apparent demand          equivalent to more than                by nearly 9% year-on-year.
                                                                                                                             demand, compared with
actually fell.                         725 million tonnes a year. By                                                         2011. However, that will




                                                                                                                                                              Sustainability
                                       the start of the fourth quarter,       Special factors in Japan                       still leave steel use in
China demand fluctuates                 however, government initiatives        and North Africa                               the developed world
The rise of China as the unequivocal to curb inflation and cool an             The disruption caused by the
leading steel producer is a relatively overheated private real estate         Japanese earthquake and tsunami
                                                                                                                             significantly below the
recent phenomenon. At the start of market were having a negative              in March 2011 caused a fall in                 pre-crisis level in 2007.
the last decade, China was a net       effect on underlying demand            apparent steel demand in Japan                 Growth prospects
importer of steel. In 2005, its steel for steel.                              over the spring and summer.                    should be brightest
imports and exports were balanced.                                            However, with a strong start to




                                                                                                                                                              Performance
By 2007, it was the largest net        Apparent demand fell severely          the year and a recovery in the
                                                                                                                             in the developing world,
exporter at more than 50 million       during the final quarter of the         fourth quarter, apparent demand                where the recovery has
tonnes, having built its production year as economic factors combined         stagnated despite production for               been strongest and
capacity at breakneck speed. Today, with sharply falling iron ore prices      the year falling 1.8%. In the Middle           where the medium and
China is believed to have at least     to encourage destocking. The           East and North Africa, the events of
800 million tonnes of installed steel response of many steel producers        the ‘Arab Spring’ hit economic
                                                                                                                             long-term outlook is the
capacity and regularly accounts for was dramatic. A number either             activity in a number of countries              most positive.
nearly half the global output          cut production or announced            and apparent demand across the




                                                                                                                                                              Governance
(the figure for 2011 was 45.5%).        production cuts for future months.     region finished slightly lower
In some sectors, such as rebar and By November, crude steel                   on the year-end.
other long products used in the        production was running at a level
construction industry, its share       equivalent to around 600 million
of world production is even higher. tonnes a year – a reduction of




                                                                                                                                                              Financial statements
                                                                                                                              1 billion people
Crude steel production (million tonnes per month)                                                                             consume




                                                                                                                              400
80



70
                                                                                                                                                      kg
                                                                                                                              of steel each year on average
60



50



40



30

     Jan 07   Jul 07     Jan 08          Jul 08   Jan 09   Jul 09   Jan 10     Jul 10        Jan 11        Jul 11   Dec 11
                                                                                                                                                                    ArcelorMittal Annual Report 2011




      China      World excluding China                                        Source: World Steel Association




                                                                                                                                                                                9
Market analysis

     continued

                                           In the US, there are growing                      In China, the pace of growth has        By contrast, steel use in the
                                           signs of economic recovery.                       slowed but underlying demand            developing world has recovered
                                           Demand for steel in key industries                continues to grow, albeit slowly.       strongly from the 2008 lows and in
                                           is rising, underpinning real demand.              There are expectations of a pick-up     many regions is at, or approaching,
                                           Automotive production continues                   in steel production by the second       a new peak. Apparent demand in
                                           to recover. Energy and equipment                  quarter as the government               Central and South America already
                                           investment remains strong. Rig                    continues to gradually relax policy     set a new record in 2010. In the
                                           counts indicate that activity in the oil          to stimulate demand. The property       CIS, apparent demand is projected
                                           and gas industry is on a rising curve.            sector is slowing as real estate        to hit a new record in 2012.
                                           Service sector inventory, in terms                developers suffer from falling prices   Despite slowing growth rates in
                                           of months’ supply, is marginally                  and rising inventory of unsold          2011, both China and India are
                                           below historic norms. Construction                buildings. However, the government      expected to continue their upward
                                           however, is still depressed.                      is committed to supporting the          trajectory in 2012.
                                                                                             social housing program and this
                                           In Europe the outlook is more                     should support growth in steel       Steel use in the developed world
                                           subdued, with still significant                    demand close to 5% in 2012 after     is expected to show low growth
                                           uncertainty surrounding the                       almost 8% in 2011.                   to leave underlying demand around
                                           eurozone debt crisis and                                                               20% below pre-crisis levels in
                                           government austerity measures                     Developing markets lead the way      20121. In the developing world,
                                           weighing on demand. Although                      For all the recovery in steel use    the equivalent figure is 40% or
                                           automotive production in Europe                   witnessed over the past two years, more above pre-crisis levels, driven
                                           is helped by exports to emerging                  there has been a marked divergence mainly by China. As a result of this
                                           markets and the US, this is likely                between the developed and the        divergence, the World Steel
                                           to be more than offset by weak                    developing world. After allowing for Association estimates that
                                           domestic demand. In many other                    projected growth in North America developing economies will account
                                           sectors, underlying demand for                    in 2012, apparent demand will still for 73% of world steel demand in
                                           steel in Europe is at best flat but                be more than 10% lower than in       2012, compared with 61%
                                           steel demand is supported as the                  2007 before the credit crisis hit.   in 2007.
                                           severe destocking that began in                   European demand will be 20%
                                           the final quarter of 2011 has run                  down on 2007 levels. Japanese
                                           its course, underpinning hopes for                demand for steel is projected to
                                           a slow recovery during the year.                  be almost 20% lower than
                                                                                             pre-crisis levels.




     ArcelorMittal ranks in 2011
     Dow Jones Sustainability
     World Index
     After first gaining entry
                                           Global apparent steel consumption (million tonnes per month)
     in 2010, our company is proud
     to be included into the prestigious
     Dow Jones Sustainability World        60
     Index (DJSI) for the second
     consecutive year. Scoring highly      55
     in all dimensions (economic,
     environmental and social),            50
     ArcelorMittal was recognized
     for our strong sustainability         45
     performance.
                                           40

                                           35

                                           30

                                           25

                                           10

                                           15

                                                 Jan 07     Jul 07      Jan 08        Jul 08       Jan 09       Jul 09   Jan 10       Jul 10         Jan 11         Jul 11    Dec 11

                                                  Developing excluding China         China          Developed                 Source: local sources (Eurofer, Aisi, Canacero, JISF) and
                                                                                                                                      ArcelorMittal estimates




                                           1   Includes North America, EU27, Japan and Oceania.
10
Overview
Long-term growth in steel demand           In the developed world, roughly By contrast, the rest of the           Over the same period, global




                                                                                                                                                    Our business
The shift in demand from north             one billion people consume an   developing world (excluding China),    seaborne iron ore consumption
to south and from the Organization         average of 400kg of steel each  with a population of more than         has nearly doubled, to more
for Economic Co-operation (OECD)           year. That figure is unlikely to 4 billion people, is today consuming   than 1,000 million tonnes a
to developing countries is set to                                          steel at around one quarter the
                                           increase. Population growth is low                                     year. Again, it is the need to
continue. The rate of steel                and many developed countries arerate of the developed world. In        feed an ever-increasing number
consumption per head of population         becoming increasingly service-  fast-developing India, the figure is    of Chinese blast furnaces that
has long been a reliable indicator of      based economies. The challenge  even lower – at around 60kg per        has driven much of this growth.
                                           for steelmakers in these marketshead. The scope for growth in steel    China’s domestic production of




                                                                                                                                                    Sustainability
a country’s level of development.
Steel is a vital element in the building   is to add value by providing thedemand in these countries is           iron ore has doubled over the
of modern infrastructure, a key            advanced steels industrial usersimmense. It has been estimated         same period, but is nowhere
industrial material and the starting       increasingly demand.            that, between now and the end          near sufficient to meet demand
point for a host of consumer                                               of the decade, steel demand in         and the majority of domestic
products – from household             China and the rest of the developing India could more than double.          mining is relatively high-cost.
appliances to automotive. Service-    world together account for around                                           The ability of seaborne supply
based economies apart, steel use is   85% of the world’s population, and Cost management will be vital            of iron ore to meet rising
                                      their share of world Gross Domestic for steelmakers                         demand in China and the rest




                                                                                                                                                    Performance
in many ways a proxy for prosperity.
                                      Product (GDP) is growing. Today,     The ability to exploit these           of the developing world will be
As developing countries invest        China already consumes more          opportunities will, for all            one of the keys to steel market
in their power and transport          steel per head of population – more steelmakers, require strict cost        dynamics in the medium-term.
infrastructure, and progressively     than 450kg per head – than the       controls. Rising iron ore and
industrialize, so their demand for    developed nations’ average, though coal prices in recent years, driven
steel increases. Urbanization is      much of that consumption reflects largely by ballooning demand
another driver of steel demand:       infrastructure and real estate       from China, have significantly
                                      construction.                        altered the balance of steelmaking




                                                                                                                                                    Governance
the dawning of the 21st century
marked the first time in history that                                       costs. In 2003, raw material
a majority of the world’s population                                       costs represented 40% of HRC
was living in cities. It is estimated                                      manufacturing costs. The
that a further 500 million people                                          equivalent figure today is
will move to live in cities during                                         around 65%.
the present decade.




                                                                                                                                                    Financial statements
                                                                                                                   Developing countries
                                                                                                                   will account for




                                                                                                                   73              %
                                                                                                                   of global steel demand
                                                                                                                   by 2012 according to the
                                                                                                                   World Steel Association
                                                                                                                                                          ArcelorMittal Annual Report 2011




Above South Africa




                                                                                                                                                              11
Our five
core strengths

                 Supported by our          We have quality             We are leaders in
                 consistent strategy,      core assets                 automotive steel
                 we possess five core
                 strengths that allow      Our core steel plants       We have around
                 us to generate            are cost competitive.       one-fifth share of the
                 sustainable returns       We have a global            global automotive
                 through the economic      presence, spanning          market. As the automotive
                 cycle. Because of those   both developed and          industry increasingly looks
                 strengths, we remain      developing markets,         not for steel providers
                 committed to our          with 40% of steel Ebitda    but solution providers,
                 growth plans.             now generated by            our technical know-how
                 Our core projects         facilities outside Europe   and leading position
                 are not dependent         and North America.          in advanced high-strength
                 on strong economic        Our product range           steels leaves us well
                 conditions in order for   is broad and we have        placed to capitalize on
                 us to create value for    an outstanding              our strong customer links.
                 our shareholders.         distribution network.
                                           Our knowledge base
                                           is unrivalled.
Overview
We have a world-class       We have a stronger             We are delivering




                                                                                         Our business
mining business             balance sheet                  cost improvement

Our fast-growing            Since December 2008,           Since 2008,
mining business spans       we have reduced                our management
the globe. As most of       our net debt by around         gains program has
our mines are in close      15%. A further reduction       delivered $4 billion




                                                                                         Sustainability
proximity to the group’s    is planned for 2012.           of cost savings,
steel plants, having our    We have also extended          with a further $800 million
own production gives        the maturity profile           targeted for 2012.
us a competitive            of our debt from               Our asset optimization
advantage. Increasingly,    2.6 years to 6.3 years         plan, announced
we are marketing our        and diversified the            in 2011, is aimed




                                                                                         Performance
iron ore and coal to        sources of our funding.        at concentrating
external customers.         ArcelorMittal remains          production at our
With iron ore production    committed to maintaining       lowest-cost plants to
set to increase from        its investment grade rating.   optimize productivity.
65 million tonnes to                                       It is targeted to add
100 million tonnes by                                      annual savings
2015 (including strategic                                  of $1 billion by the




                                                                                         Governance
contracts), mining                                         end of 2012.
is a key growth area
for the group.




                                                                                         Financial statements
                                                                                               ArcelorMittal Annual Report 2011




                                                                                            13
We have quality
core assets
Overview
                                                                          Our business
                                                                          Sustainability
                                                                          Performance
                                                                          Governance
Performance 2011




                                                                          Financial statements
Sales ($ million)                                             93,973
Steel shipments (thousand tonnes)                          85,757
Crude steel production (liquid steel in thousand tonnes)     91,891




Our core assets are competitive in terms of cost. This was
amply demonstrated in 2011 when, despite low operating rates,
we generated group Ebitda of $118 a tonne of steel shipments.
Geographic diversification plays its part. We have a balanced portfolio
of assets in both the developed and developing markets and are
the leading steelmaker in the EU, North America, Africa, Latin America
and the CIS. Facilities outside of Europe and North America account
for around 40% of our steel Ebitda. We have important product
diversity that enables us to provide solutions to meet customer
requirements and needs, in all markets. We produce a broad range
of high-quality products, and we operate an outstanding distribution
                                                                                ArcelorMittal Annual Report 2011




network. Above all, we have an unrivalled knowledge base, which
allows us to benchmark best practice, and a commitment to research
and development (R&D) which keeps us ahead of the curve.


Picture Port-Cartier, Canada




                                                                             15
Our business


                               ArcelorMittal is the world’s   With a total production capacity         For many years, the group has
                                                              of around 125 million tonnes of          pursued a consistent strategy
                               leading steel and mining       crude steel, ArcelorMittal is a          focusing on product diversity,
                               company. With a presence       highly efficient steel producer with      geographic breadth and vertical
                               in more than 60 countries,     a diversified production process.         integration, both upstream and
                               we operate a balanced          It has industrial operations in          downstream. The aim of this
                                                              20 countries on four continents,         three-dimensional strategy
                               portfolio of cost-             producing flat and long steels and        is to reduce exposure to risk
                               competitive steel plants       tubular products. In January 2011,       and cyclicality.
                               across both the developed      the group’s stainless steel operations
                               and developing world.          were spun off into a separate            Our upstream integration, through
                                                              company, Aperam. ArcelorMittal           our investment in iron ore and coal
                               We are the leader in all       produced approximately 91.9              mining assets, gives us a major
                               the main sectors –             million tonnes of steel in 2011,         competitive advantage, provides a
                               automotive, household          compared with 90.6 million tonnes        measure of security of supply and is
                               appliances, packaging          in 2010.                                 an important natural hedge against
                                                                                                       raw material price volatility.
                               and construction. We are       With our ongoing aim to develop
                               also the world’s fourth        a world-class mining business, our       Our downstream integration,
                               largest producer of iron       mining operations have reported          through our Distribution Solutions
                               ore, with a global portfolio   as a separate segment since              segment, enables us to meet a wide
                                                              January 2011. We produced around         range of customer needs in virtually
                               of 16 operating units with     54.1 million tonnes of iron ore and      all steel-consuming industries and
                               mines in operation or          8.3 million tonnes of coal (excluding    markets. We sell into a total of
                               development. In 2011,          supplies under strategic long-term       approximately 174 countries.
                               we employed around             contracts) in 2011.                      The exceptional breadth of this
                                                                                                       market reach improves our market
                               261,000 people.                                                         intelligence and helps us optimize
                                                                                                       working capital through the better
                                                                                                       management of our supply
                                                                                                       chain inventories.




         Above Port-Cartier, Canada
Overview
Steel                                Our global footprint also gives    furnace route, approximately            In long products, we produce




                                                                                                                                                       Our business
As a global steel producer           us a unique ability to serve our   22.6 million tonnes through the         rebars, sections and beams in all
with a diversified product range,     multinational customers by         electric arc furnace route and          sizes and qualities, and have helped
we service a wide range of           providing them with standard       around 3.4 million tonnes of            build many of the world’s tallest
customers and markets. In 2011,      solutions and consistent quality   crude steel through the open            structures. We are the biggest
approximately 38% of our steel       around the globe. We have built    hearth furnace. This gives us           producer of the very high-strength
was produced in the Americas,        strong and deep relationships      flexibility in raw material and          steels needed for wind turbines,
46% in Europe and 16% in other       with our biggest customers and     energy usage and our scale helps        and the leader in sheet piles. The
                                     frequently work with them in       us to optimize plant load factors.      world energy industry relies on




                                                                                                                                                       Sustainability
countries such as Kazakhstan,
South Africa and Ukraine.            committed co-engineering           It also increases our ability to        ArcelorMittal pipes and tubes.
                                     programs. We have a strong         meet changing customer needs.
With our global market reach and     presence in the design centers                                             Our Distribution Solutions business
product diversification, we are able of most global automotive           In flat products, we are the clear       sells both in local markets and
both to reduce risk, and benefit      manufacturers and act as a         leader in coated steels, from hot       through a centralized marketing
from the fast-growing demand         strategic partner for many.        dip to electro-galvanized and color     organization. The service centers
for steel in developing economies                                       coated. We continue to develop          finish steels to suit individual
                                     We support this with one of the    new grades of light but ultra-high      applications, often providing




                                                                                                                                                       Performance
– which currently account for
around one-third of our shipments. largest research and development     strength steels for the world           customized solutions, and help
While demand in the developed        budgets in the European steel      automotive industry. Our technical      the group service its customers
world is weighted towards flat        industry, a worldwide network of   know-how has given us an 18%            more directly.
products and a higher value-added laboratories, and a knowledge         world market share in automotive
mix, demand in the developing        management program that actively   steels. We also produce the biggest
world is higher for long products    shares best practice around the    plates in the world.
and commodity grades. As these       group’s operations.




                                                                                                                                                       Governance
economies develop, their need for
higher value products will increase. We have a diversified production
With our experience in developed process, producing approximately
markets, we are well placed to       65.9 million tonnes of our crude
meet that demand.                    steel through the basic oxygen




                                                                                                                                                       Financial statements
                                                                                            Left Belval, Luxembourg
                                                                                                                                                             ArcelorMittal Annual Report 2011




                                                                                                                                                           17
Our business

continued

                                  Mining                                             the group’s own iron ore production Our total metallurgical coal reserves
                                  ArcelorMittal has built up a                       was sold to external customers.     are estimated at 323 million tonnes.
                                  world-class resource base in                                                           The group’s coal mines are located
                                  iron and coking coal through                       In 2011, ArcelorMittal’s own mines in Kazakhstan, Russia and the US.
                                  a combination of acquisitions                      produced 54.1 million tonnes of
                                  and internal expansion. Our                        iron ore1; our own mines and        A number of growth projects are
                                  geographically diverse portfolio                   strategic contracts produced        under way – most notably in
                                  of mining assets gives us the                      65.2 million tonnes of iron ore     Canada and Liberia. The group is
                                  opportunity to supply the                          which was equivalent to 57%2 of     on target to expand annual iron ore
                                  developing world as well as our                    the group’s requirements. A total   production (including off-take from
                                  own steel facilities. Since January                of 28.0 million tonnes was shipped long-term contracts) to 100 million
                                  2011, the mining business has                      internally and externally at market tonnes by 2015.
                                  reported as a separate segment.                    price3. Production of metallurgical
                                                                                                                         1 Own iron ore production excluding
                                  This has enhanced our ability to                   coal hit 8.3 million tonnes4; this
                                                                                                                           strategic long-term contracts.
                                  maximize returns, optimize the                     was an increase of 20%.             2 Assuming full production at Peña Colorada
                                  allocation of capital and pursue                                                                    for own use.
                                  our growth plans – which involve        Our ore reserve estimation                              3   Market price tonnes represent amounts
                                  a material increase in production       and reporting processes are now                             of iron ore and coal from ArcelorMittal
                                                                                                                                      mines that could be sold to third parties
                                  and sales to third parties.             standardized and reserve estimates                          on the open market. Market priced tonnes
                                                                          will be updated and reported                                that are not sold to third parties are
                                  All raw materials that can practically annually. Following a full review of                         transferred from the Mining segment to
                                  be sold outside the group are now our life-of-mine plans, ore reserves                              the company’s steel producing segments
                                                                                                                                      at the prevailing market price. Shipments of
                                  either marketed to third parties or and mineral resource estimates, our                             raw materials that do not constitute market
                                  transferred to ArcelorMittal facilities iron ore reserves are now put at                            price tonnes are transferred internally on
                                  at market price. Production from        3.8 billion tonnes. Our principal iron                      a cost-plus basis.
                                  captive mines closely linked to one ore mining operations are located                           4   Own coal production excluding strategic
                                                                                                                                      long-term contract.
                                  of our steel facilities is transferred  in Canada, the US, Mexico, Brazil,
                                  internally on a cost-plus basis. In     Algeria, Bosnia and Herzegovina,
                                  2011, approximately 17%1 of             Ukraine, Kazakhstan and Liberia.




                                  Mining business portfolio
                                  Key assets and projects
                                                                     6




                                                                     4                                                 17
ArcelorMittal is listed on                                                                                                  18        20
                                                                         5
the stock exchanges of                                       2
                                                                 3                                        13                 19
New York (MT), Amsterdam
(MT), Paris (MT), Luxembourg                                                                          12
(MT) and on the Spanish stock
exchanges of Barcelona, Bilbao,                                                               9
                                               1
Madrid and Valencia (MTS).                                                                                                             21
                                                                                                                                       22

                                                                                                  10 11




                                                                                 7
                                      Non ferrous mine                       8
                                      Iron ore mine                                                             15
                                      Coal mine                                                                14 16

                                      Existing mines
                                      New projects


                                  1      Mexico Iron Ore                             7    Brazil Iron Ore Serra Azul 100%         16        Coal of Africa 15.9% interest
                                         Las Truchas & Volcan 100%,                  8    Brazil Iron Ore Andrade                 17        Ukraine Iron Ore 95%
                                         Peña Colorada 50%*                               expansion                               18        Kazakhstan Coal
                                  2      US Iron Ore Minorca 100%,                   9    Mauritania Iron Ore                               8 mines 100%
                                         Hibbing 62.3%*                              10   Liberia Iron Ore 70%                    19        Kazakhstan Iron Ore
                                  3      Princeton 7 mines 100%                      11   Liberia Iron Ore phase two                        4 mines 100%
                                  4      Canada Iron Ore 100%                        12   Algeria Iron Ore 2 mines 70%            20        Russian Coal 2 mines 98%
                                  5      Canada Iron Ore expansion                   13   Bosnia Iron Ore 51%                     21        India Iron Ore
                                         project (Mont-Wright)                       14   South Africa Iron Ore*                  22        India Steam Coal
                                  6      Canada Iron Ore Baffinland 70%               15   South Africa Manganese 50%




                                  * Includes share of production not controlled by ArcelorMittal.
Overview
Our strategic priorities




                                                                                                                                               Our business
1 Health and safety                2 Maintain and improve              3 Grow our mining resource             our production facilities and
  Health and safety is our           cost competitiveness                base                                 sustain R&D and product
  first priority across all sites,    With $4.0 billion of                Our mining business currently        quality, acquisitions will be
  countries and levels of the        management gains banked since       accounts for around 30% of           made only selectively and
  company, and is embedded           2008, ArcelorMittal is targeting    group profitability. We have          where they are strategically
  in all our values. We are driven   a further $0.8 billion of savings   ambitious growth plans               important. We are committed




                                                                                                                                               Sustainability
  to create a safe and healthy       by end of 2012. These will          to increase our supply of iron       to maintaining our investment
  workplace with no accidents        come from operational               ore to 100 million tonnes            grade rating. We are also
  and fatalities. Journey to Zero,   improvements, sales, general        (including strategic contracts,      considering some non-core
  our company-wide health and        and administrative expenses         but excluding the potential          asset divestments.
  safety program to reduce           (SG&A) and fixed cost savings.       output from Baffinland) by
  workplace accidents and                                                2015, including doubling of       5 Execute organic growth
  occupational diseases,             In addition, progress has been      our market-priced tonnages          opportunities in emerging
  embodies our health and safety     made on the asset optimization      over five years.                     markets




                                                                                                                                               Performance
  goals: to become the safest        plan launched in September                                              Although we have temporarily
  steel and mining company in        2011. By focusing production 4 Preserve balance sheet                   suspended steel growth
  the world.                         on our lowest-cost facilities       strength                            expenditure due to current
                                     and better aligning our             Since the 2008 crisis, we have      uncertainties arising from the
                                     footprint to market demand,         materially strengthened our         eurozone sovereign debt crisis,
                                     we target $1 billion sustainable    balance sheet, reducing debt        depending on local market
                                     Ebitda run rate improvement         and extending the average           conditions and projected global
                                     by the end of 2012.                 maturity of our borrowings.         and regional demand trends, we




                                                                                                                                               Governance
                                                                         While we will continue to           will continue to target growth
                                                                         invest in order to maintain         in key developing markets.




                                                                                                                                               Financial statements
2011 highlights

January                             group strategy, CTO,                 September                           November
ArcelorMittal’s stainless           research and development,            ArcelorMittal commences             As a first-time entrant to
and specialty steels business       global automotive and as a           commercial iron ore                 the survey, ArcelorMittal
is spun-off into Aperam.            member of the investment             production from its mining          is listed in Aon Hewitt’s
                                    allocation committee.                operations in Liberia. This         European list of ‘Top
March                               Christophe Cornier chooses           launch is an important              Companies for Leaders’
ArcelorMittal and Nunavut           to retire from the GMB and           milestone in the recovery           and ranks among the
Iron Ore Acquisition Inc.           assumes the role of advisor          of Liberia’s economy, which         top seven companies
complete the acquisition            to the CEO and GMB; he               was devastated by 14 years          in Europe.
of Baffinland Iron Mines             retires on December 14, 2011         of civil war.
Corporation shares                  as chairman of ArcelorMittal                                             December
under their joint offer             France. The management               After first gaining entry            ArcelorMittal celebrates
(70% ArcelorMittal and              committee is extended from           in 2010, ArcelorMittal              its 4th annual International
30% Nunavut).                       12 to 24 members (more               is included into the                Volunteer Work Day:
                                    details on page 68).                 prestigious Dow Jones               thousands of employees
May                                                                      Sustainability World Index          volunteer in different
ArcelorMittal plans to              June                                 (DJSI) for the second               activities to improve the
expand its Mont-Wright              ArcelorMittal received the           consecutive year.                   lives of the people in
mining complex and have             Best Process Innovation                                                  the community.
additional construction                                                  October
                                                                                                                                                     ArcelorMittal Annual Report 2011




                                    award in American Metal
at Port-Cartier in Canada           Market’s (AMM) 2011 Awards           ArcelorMittal is given the
(subject to environmental           for Steel Excellence for our         ‘Life Cycle Assessment
and other regulatory                S-in motion concept and              Leadership’ award by
approvals).                         the company’s continuous             the World Steel Association
                                    commitment to producing the          for the quality of the work
ArcelorMittal’s Group                                                    performed by the life cycle
Management Board and                most ground-breaking steel
                                    for the automotive sector.           analysis team of global
management committee                                                     research and development,
grow. Lou Schorsch joins                                                 based in Maizières, France.
the GMB with responsibility
for Flat Carbon Americas,

                                                                                                                                                  19
Health and safety: our
     number one priority

                                         Health and safety is          At ArcelorMittal, we are committed      We sincerely regret the loss of
                                                                       to becoming the safest steel and        27 colleagues (20 in steel and
                                         ArcelorMittal’s number        mining company in the world. Our        seven in mining) in work-related
                                         one priority – across         group-wide Journey to Zero safety       incidents in 2011. While that is a
                                         all sites, in all countries   program aims to achieve zero            one-third reduction on the number
                                         and at every level. Our       fatalities, accidents and               of fatalities from the previous year,
                                                                       occupational illnesses. Launched in     every fatality is one too many. We
                                         Journey to Zero safety        2008, it was followed by a global       have been working hard to drive
                                         improvement process has       agreement on occupational health        the systematic application of our
                                         delivered four consecutive    and safety with our trade unions,       fatality prevention standards at all
                                         years of progress. Further    setting a precedent in the industry.    sites and at the same time focusing
                                                                                                               on improving contractor safety
                                         significant improvement       In 2011, our safety performance         performance.
                                         is targeted year by year.     improved for the fourth
                                                                       consecutive year. Based on figures       These were two of the key
                                                                       both for our own personnel plus         outcomes of a global health and
                                                                       our contractors, our lost time injury   safety summit held in Canada in
                                                                       frequency rate (LTIFR) fell from        January 2011 involving all of our
                                                                       1.8 per million hours worked in         top management. The purpose
                                                                       2010 to 1.4 now. Significant             of the summit was to strengthen
                                                                       improvement was achieved in our         our journey to zero by agreeing
                                                                       Mining operations, in Flat Carbon       measures that would achieve a
                                                                       Europe, in Long Carbon Americas         quick and sustainable reduction in
                                                                       and Europe, and in Asia, Africa and     accidents and replicate the success
                                                                       CIS. The fourth quarter of the year     of our top-performing sites across
                                                                       – the best performance achieved         the rest of the group.
                                                                       to date – saw a further fall in the
                                                                       LTIFR to 1.2, with improvement
                                                                       in all our operations other than
                                                                       Flat Carbon Americas.




     Wellness projects
     In 2011, the group launched
     fact-finding communities for
     HIV/AIDS and certain types of
     addictions. The objective was
     to gather knowledge on their
     prevention to then be used to
     further educate on best practices
     within the company and therefore
     help to protect ArcelorMittal
     employees across other sites.
     Right Buchanan, Liberia




20
Overview
The meeting drew on the examples       It also noted that several sites had     Joint health and safety committee        In addition to health subjects, all




                                                                                                                                                                 Our business
of four of our larger sites –          achieved a significant improvement        As part of the global agreement          sites organized physical activities.
ArcelorMittal Dofasco in Canada,       in their safety record. Major            with our unions, forged in 2008,         For example, several sites in nine
ArcelorMittal Bremen in Germany,       improvements have been obtained          we set up a joint health and safety      countries participated in the first
ArcelorMittal Bergara in Spain and     by site in Temirtau, Monlevade,          committee, which meets once a            global race.
our Andrade iron ore mines in Brazil   Lázaro Cárdenas, Tubarão and             quarter. In 2011, meetings were
– to demonstrate how and why           Asturias. The business units             held in London (planning meeting),       In 2011, more than 103,000
they are succeeding in driving down    Industeel and tubular products           ArcelorMittal Acindar in Argentina,      people participated in activities.
or eliminating accidents. Andrade      have also made great progress.                                                    The event received positive




                                                                                                                                                                 Sustainability
                                                                                ArcelorMittal Tubarão in Brazil,
last year celebrated its 19th year                                              ArcelorMittal Vinton and LaPlace         reactions and will now be an
without a lost time injury.             At ArcelorMittal Tubarão in Brazil,     (US sub-committee only),                 annual fixture with the new name
                                        a program to focus on contractor        ArcelorMittal Zenica in Bosnia and       ‘health awareness program’.
The critical message that               safety resulted in a 79% reduction      Herzegovina and ArcelorMittal
ArcelorMittal leaders took from         in the LTIFR compared with the          Dąbrowa Górnicza in Poland.              Health projects
the summit was that the key is to       previous year. Some operations have                                              We aim at improving the prevention
foster a culture of shared vigilance in a long-term record of exemplary         In August, we issued a report jointly    of occupational diseases by various
which every employee is proactive safety performance. Our Al Jubail                                                      means in the long-term. In order




                                                                                                                                                                 Performance
                                                                                with the European Metalworkers’
about and responsible for his/her       project in Saudi Arabia has obtained    Federation, the International            to benefit both ArcelorMittal
safety of and those around them.        more than 10 million hours worked       Federation of Metalworkers and           employees and the local
As part of that, it was agreed to       without any lost time injury, despite   the United Steel Workers,                community, we are working with
strengthen ‘visible felt leadership’,   the presence of four major              examining how the company had            Project CURE, a US non-profit
with leaders at every level             contractors on the site employing       worked together with its unions          organization providing second-hand
encouraging employee engagement people of 14 different nationalities.           across the world to improve safety       medical equipment, consumables
in safety performance. We want our                                              performance. The report concluded        and material to improve local
employees and contractors not only Within our Mining operation,                 that the joint committee had helped      hospitals and clinics. Three projects




                                                                                                                                                                 Governance
to comply but be committed to our Journey to Zero has had a                     to build a positive workplace culture    have already been successfully
health and safety standards.            significant impact on safety             and improved collaboration and           conducted in our Liberian hospitals;
                                        performance. The LTIFR has fallen       coordination between unions              similar projects are ongoing in
One other area of focus is to           steadily since 2008, reducing from      and management, both locally             Romania and Kazakhstan.
make better use of leading              3.4 to 1.2 in 2011. In the US,          and globally.
indicators. Managers must               ArcelorMittal Princeton has been                                                 We are also focusing on educating
know and understand the data on         recognized for open-mine safety by      Health and Safety Day                    our employees in the area of
‘near hits’ and unsafe situations       the Virginia Department of Mines,       As in prior years, the group-wide        ‘occupational hygiene’.




                                                                                                                                                                 Financial statements
so preventative measures can be         Minerals and Energy.                    ‘Health and Safety Day’ was held
taken. We are setting up advanced                                               in all of ArcelorMittal’s sites to       A lot of attention has been further
safety monitoring systems to            In order to create a culture where      coincide with the International          paid to increasingly standardizing
better prevent accidents.               all employees and contractors are       Labor Organization’s World Day           operations and medical emergency
                                        valued above all other priorities,      for Safety and Health at Work. The       improvement projects on a number
Based on the outcome of the             the Mining team launched the            theme was ‘from priority to value’.      of sites, etc., as well as improving
January summit, every business          ‘courageous leadership’ set of                                                   showers, restrooms, dressing rooms
unit was required to present an         values. From top management to          Health Week                              and canteens for several sites.
updated health and safety plan          the shop floor, it clearly sets the      Our ‘Health Week’, launched as a
by April 28, 2011 – the date of         expectation that everyone has           pilot project in 2010, was extended      REACH legislation
the ArcelorMittal annual Health         the authority, responsibility and       across the entire group in 2011.         We continued to file follow-up
and Safety Day – at the latest.         accountability to courageously          Focusing on non-occupational             data on all substances registered
A follow-up seminar was held            speak up when someone is                diseases and wellness, the event         under the EU REACH legislation
in London in December 2011,             thought to be at risk.                  received positive reactions and will     concerning the authorization and
involving the GMB and                                                           now be an annual fixture. It has three    restriction of chemicals, and
management committee members, The progress made to date confirms                 objectives: screening, detection of      prepared for the registration
and action plans were discussed for that our Journey to Zero program            high risk population and awareness       of smaller volume products
2012. That meeting agreed that          has set us on the right path. In        plus education.                          (< 1000 t), for which the
top priority sites (those that had      2012, the focus of our effort will                                               registration deadline is in 2013.
suffered two or more fatalities in      be in further embedding a health        During one week, all employees
the last two years) would receive       and safety culture in all our sites     of ArcelorMittal sites could
closer attention month-by-month and drastically reducing fatalities.            receive education on health
and there would be focus on sites       We have set ourselves the target        matters through health fairs,
having too high a LTIFR (‘red sites’). of achieving an LTIFR of 1.0 or less     posters, stands, lectures, tests,
                                                                                                                                                                       ArcelorMittal Annual Report 2011




                                        by 2013 at the latest.                  etc., assess their health risk factors
                                                                                (obesity, hypertension, diabetes,
                                                                                stress, etc.), and discover how to
                                                                                improve both their physical and
                                                                                mental health while lowering risks
                                                                                of some diseases.




                                                                                                                                                                    21
Our steel and
     mining operations


                                                In 2011, all of the group’s      Safety                                  There was a marked variation in the
                                                                                 The safety performance improved         performance of different segments,
                                                steel segments had to            in 2011 in all segments of the          reflecting the divergence in regional
                                                deal with challenging            business except Flat Carbon             and sectoral demand patterns.
                                                conditions. The final            Americas and Distribution Solutions.    While Flat Carbon Europe bore the
                                                quarter saw a fall in            Overall, the group’s lost time injury   brunt of European destocking and
                                                                                 frequency rate (LTIFR) improved for     a significant price-cost squeeze
                                                apparent steel demand            the fourth year running, falling from   towards the end of the year, Flat
                                                in a number of markets,          1.8 hours per million worked to 1.4.    Carbon Americas benefited from
                                                most notably China. The          A further significant improvement        strengthening underlying demand
                                                European market was              in the safety performance is            in North America, offset in part by a
                                                                                 targeted over the next two years.       soft market in Brazil. Long Carbon
                                                hard hit as the eurozone                                                 Americas and Europe saw a
                                                crisis intensified and the       Performance                             softening in demand and pricing in
                                                effect on steel demand           In 2011 Ebitda rose by 18.7% to         its major markets in the second half
                                                was amplified by                 $10.1 billion, with much of the         of the year.
                                                                                 improvement driven by our Mining
                                                significant inventory            segment. Crude steel production         Asia, Africa and CIS suffered a
                                                reduction on the part            rose from 90.6 million tonnes to        number of production problems in
                                                of customers.                    91.9 million tonnes, while steel        2011 which constrained its output,
                                                                                 shipments rose fractionally to          but its financial performance
                                                                                 85.8 million tonnes. Ebitda per         improved on the back of stronger
                                                                                 tonne finished 18% higher than           average selling prices. Our
                                                                                 in 2010, at $118.                       Distribution Solutions segment
                                                                                                                         achieved significantly higher selling
                                                                                                                         prices in 2011 than in 2010,
                                                                                                                         though inventory reduction in
                                                                                                                         Europe in the final quarter resulted
                                                                                                                         in a price-cost squeeze.

                                                                                                                         Our Mining segment made strong
                                                                                                                         progress in 2011, lifting Ebitda by
                                                                                                                         around one-third. Now managed
                                                2011 Ebitda split by segment                                             and reporting separately, it
                                                                                                                         delivered on its targets to increase
                                                                                                                         iron ore and coal production by
                                                                                                                         2012 by 10%. By the fourth
                                                                                                                         quarter, it was producing iron ore
                                                                                                                         at an annualized rate of 60 million
     Health, Safety and Environment
     (HSE) Excellence Awards for                                                                                         tonnes as our greenfield venture
     ArcelorMittal Point Lisas                                                                                           in Liberia progressively ramped
     After more than one year with                                                                                       up production.
     zero lost time injuries and the
     inauguration of an improved
     health care facility for employees,                                                                              As part of the move to manage our
     ArcelorMittal Point Lisas was                                                                                    Mining segment’s results separately,
     presented with the HSE Excellence                                                                                where production of iron ore or
     Award by the American Chamber of                                                                                 coal is marketable, it is now either
     Commerce of Trinidad and Tobago
     (AmCham).                                                                                                        transferred to the group’s internal
                                                                                                                      customers at market price or sold on
     This site is making significant progress
     on the collective journey to zero.
                                                                                                                      world markets. In 2011, just over
                                                                                                                      half of our iron ore production was
                                                                                                                      shipped at market price, an increase
                                                                                                                      of 11.5% year-on-year. Increasingly,
                                                                                                                      new iron ore and coal production will
                                                                                                                      be marketed commercially to third
                                                Segment                                                     $ million parties. Iron ore and coal production
                                                   Flat Carbon Americas                                       2,109 is targeted to increase by a further
                                                   Flat Carbon Europe                                         1,500 10% in 2012.
                                                   Long Carbon Americas and Europe                            1,866
                                                   AACIS                                                      1,238
                                                   Distribution Solutions                                       271
                                                   Mining                                                     3,063




22
Overview
                                                                                                                                        Our business
Flat Carbon                  With 19 plants spanning      Safety
                                                          The lost time injury frequency rate
                                                                                                 “The year 2011 was a relatively
                                                                                                 solid one, but we have a long way
                             Canada, the US, Mexico
Americas                     and Brazil, Flat Carbon
                                                          remained flat in 2011 at around         to go to recapture the position we
                                                          1.9 hours per million worked. One      were in before the crisis,” stresses
                             Americas (FCA) produces      fatality was sustained at the Burns    Mr Schorsch.
                             a complete range of flat     Harbor plant. “This was distressing
                             rolled products. It is the   and highly regrettable,” says Lou      Investments




                                                                                                                                        Sustainability
                                                          Schorsch, GMB member,                  Two substantial projects are due to
                             largest plate producer in    responsible for Flat Carbon            complete in the first half of 2012.
                             North America, a leader      Americas, “but it represents our       An upgrade to the hot strip mill at
                             in tinplate and a major      best performance on fatalities since   Indiana Harbor will allow the plant
                                                          the merger.” Two of the segment’s      to meet growing demand for
                             supplier to the automotive   operations, ArcelorMittal Dofasco      high-strength steel grades of
                             market throughout the        in Canada and ArcelorMittal Tubarão    20mm thickness or more. At Burns
                             western hemisphere. Its      in Brazil, typically figure among the   Harbor, upgrades to the plate mill
                             market share in the North




                                                                                                                                        Performance
                                                          group’s top performing plants for      are focused on improving product
                                                          safety. The Brazilian operation made   quality. Both projects will cost in
                             American automotive          substantial headway on contractor      the region of $50 million.
                             market exceeds 35%.          safety in 2011.
                                                                                               Two other projects, at
                                                          “A major focus for FCA in terms      ArcelorMittal Dofasco in Canada
                                                          of safety is to sustain the positive and ArcelorMittal Vega do Sul in
                                                          momentum in the US plants,” says     Brazil, are on hold pending an




                                                                                                                                        Governance
                                                          Mr Schorsch. “The commitment         improvement in demand. During
                                                          and the focus are there.”            the first half we will also be
                                                                                               commencing a major reline of blast
                                                          Performance                          furnace no. 1 in Tubarão – its first
                                                          Most areas of Flat Carbon Americas in 28 years, a world record.
                                                          made a good recovery in 2011,
                                                          with the North American operations Outlook
                                                          buoyed by an upturn in the US        US automotive production is




                                                                                                                                        Financial statements
                                                          automotive, capital goods and        forecast to increase to around
Flat Carbon Americas                                      energy sectors. There was a          13.8 million units in 2012. That
                                                          continued strong performance from is around one million units more




  36
                                                          ArcelorMittal Lázaro Cárdenas in     than in 2011, but is still some
                                                          Mexico, aided by low natural gas     15% below peak production levels.
                                                          prices and strong operating          With the capital goods and energy
                                                          performance.                         sectors demonstrating a confident
+                   %                                     The Brazilian operations were
                                                                                               recovery, Mr Schorsch expects
                                                                                               demand for flat steel in North
Rise in Ebitda as compared                                negatively impacted by an            America to grow by around 5% in
with the year ended                                       inventory overhang from 2010.        2012. Moreover, North American
December 31, 2010                                         “The combination of a high           spot prices began to improve in
                             Below Belval, Luxembourg     currency, inflation, and a domestic mid-November and sustained
                                                          market that had suffered a surge     those gains into 2012.
                                                          in imports the previous year made
                                                          conditions challenging,” says Mr     Elsewhere, the outlook is more
                                                          Schorsch. Slab operations in both    mixed. In Mexico, improved
                                                          Brazil and Mexico were affected      performance is dependent on an
                                                          towards the end of the year by       expansion in iron ore production,
                                                          weakness in the international        which is currently underway. Supply
                                                          markets occasioned by the euro       and demand are now in better
                                                          crisis; Brazil exports roughly one   balance in Brazil, but the underlying
                                                          quarter of its production as slabs.  rate of growth has slowed, at least
                                                                                               temporarily. “We continue to look at
                                                                                                                                              ArcelorMittal Annual Report 2011




                                                          Overall, crude steel production      ways to participate in the expected
                                                          rose from 23.1 million tonnes        longer-term growth in these
                                                          to 24.2 million tonnes, while        developing markets, by, for instance,
                                                          shipments increased from 21.0        increasing our downstream
                                                          million tonnes to 22.2 million       footprint,” says Mr Schorsch.
                                                          tonnes. With a substantial
                                                          improvement in North American
                                                          steel prices, Flat Carbon Americas
                                                          lifted Ebitda by 36% to $2.1 billion
                                                          on sales of $21 billion (2010:
                                                          $17.7 billion).



                                                                                                                                        23
Our steel and
     mining operations
     continued



      Flat Carbon Europe                    Flat Carbon Europe             Safety
                                                                           There was further good progress
                                                                                                                    Flat Carbon Europe recorded an
                                                                                                                    operating loss in both the third and
                                            is the largest flat steel      in our safety performance in 2011.       fourth quarters. The figures were
                                            producer in Europe and         The lost time injury frequency rate      impacted by impairment charges
                                            operates 15 integrated         fell from 2.3 hours per million          relating to the intended closures
                                            and mini-mill sites in         worked to 1.6. It is still a matter of   at Liège and costs associated with
                                                                           huge regret that there were four         the implementation of the asset
                                            Belgium, France,               fatalities in Flat Carbon Europe,        optimization plan, primarily in Spain,
                                            Germany, Poland,               for which we implemented very            offset by a number of positive items.
                                            Romania and Spain,             intensive fatality prevention
                                            with downstream activities     standard programs. “At the end of        Investments
                                                                           the day, our frequency rates in Flat     Flat Carbon Europe invested
                                            in a further five countries.   Carbon Europe are good but they          $1 billion as capital expenditure in
                                            It produces hot-rolled         need to be improved,” says Aditya        2011 ($792 million in 2010), of
                                            and cold-rolled coil,          Mittal, GMB member, responsible          which 12% was spent on health,
                                            coated products, tinplate,     for Flat Carbon Europe. “Within Flat     safety and environment, 30% on
                                                                           Carbon Europe, there is a list of        maintenance and renewals and the
                                            laser-welded blanks,           15 mandatory actions that we want        remaining major part was invested
                                            plate and slab. It sells to    implemented, and there is a specific      on efficiency and growth projects.
                                            a variety of industries,       program to implement mandatory           The key projects were the relining
                                            including packaging            actions across the organization.”        of blast furnace no. 2 in Fos-sur-
                                                                                                                    Mer in the third quarter and the
                                            and general industry,          Performance                              revamping of blast furnace no. 5
                                            thanks to ArcelorMittal’s      After a solid first half, market          in Galati, Romania in the fourth
                                            high value-added               conditions deteriorated with the         quarter. Also, the proceeds of the
                                            products and steel             onset of the euro crisis in the third    carbon dioxide (CO2) sales will be
                                                                           quarter, leading to severe inventory     entirely used to fund the energy
                                            solutions, which have          reduction and a decline in average       efficiency projects.
                                            contributed to major           selling price per tonne in the fourth
                                            improvements to                quarter. Against this backdrop, the      In 2011, Flat Carbon Europe
                                            crash worthiness and           company announced the intended           acquired the 2 million tonne coke
                                                                           closure of the two blast furnaces,       plant located in Bottrop, Germany
                                            weight reduction.              sinter plant, steel shop and             from Ruhrkohle AG, in order to
                                                                           continuous casters in Liège, Belgium.    increase its coke self-sufficiency.
                                                                           We also temporarily idled some           Flat Carbon Europe also acquired
                                                                           other plants in order to balance         controlling stake in ATIC Services
                                                                           the production to market demand.         (logistics and harbor company) in
                                                                                                                    December 2011.
      ArcelorMittal Skopje:
                                                                           Over the year, crude steel
      Macedonia’s ‘Best Employer                                           production fell from 30 million          Outlook
      in the field of Health and                                           tonnes to 29.5 million tonnes, while     “While the economic indicators
      Safety 2010’                                                         steel shipments were 0.4 million         remain mixed, we expect some
      ArcelorMittal Skopje was recognized                                                                           pick-up in demand from mid-year
      as ‘Best Employer in Macedonia
                                                                           tonnes lower at 27.1 million tonnes.
      in the field of Health and Safety’                                   Ebitda reduced from $2.0 billion to      as the destocking initiated in the
      by the Macedonian Occupational                                       $1.5 billion on sales of $31.1 billion   fourth quarter runs its course,”
      Safety and Health Association,                                       (2010: $25.6 billion).                   says Mr Mittal. Many of Europe’s
      under recommendation from                                                                                     automotive manufacturers continue
      the Federation of Macedonian
      Unions. On April 28, 2011,                                                                                    to enjoy strong export demand.
      ArcelorMittal’s Health and Safety                                                                             The outlook for much of Central
      Day was further celebrated as                                                                                 and Eastern Europe and the CIS
      ArcelorMittal Skopje was announced                                                                            is positive.
      the winner at a special ceremony
      held in Skopje.
                                                                                                                    Since the start of 2012, European
      Right Poland
                                                                                                                    steel prices have edged higher, but
                                                                                                                    US prices still remain at $100 a
                                                                                                                    tonne higher. “There is still not
                                                                                                                    premium on import parity,” says
                                                                                                                    Mr Mittal, “and we expect this gap
                                                                                                                    to narrow further as we move
                                                                                                                    through the first half of the year.”

                                                                                                                    We anticipate a limited recovery
                                                                                                                    of sales volumes for Flat Carbon
                                                                                                                    Europe in 2012 with steady
                                                                                                                    improvements thereafter. Prices
                                                                                                                    and margins over raw materials are
                                                                                                                    expected to marginally improve
                                                                                                                    over 2012.

24
Overview
                                                                                                                                            Our business
Long Carbon            Long Carbon is a global              Long Carbon Americas. “These six
                                                            fatalities are too many,” says Michel
                                                                                                    Investments
                                                                                                    Two new projects were started
                       business operating
Americas and           35 mills in 17 different
                                                            Wurth, GMB member, responsible
                                                            for Long Carbon. “We are putting
                                                                                                    in 2011. A new wire rod mill at
                                                                                                    ArcelorMittal Duisburg in Germany
Europe                 countries. It enjoys strong          even more emphasis on the               is expected to enter production at
                       market penetration in                implementation of our fatality          the end of the first quarter of
                                                            prevention standards and working        2012. With a capacity of 450,000
                       Europe, America and                  to change the mindset of our            tonnes, its higher quality range of




                                                                                                                                            Sustainability
                       Northern Africa. Long                people to build in a sense of           long products will take Long Carbon
                       Carbon is the largest                responsibility for others.”             into new, value-added markets,
                       producer of steel sections,                                                  including automotive, where Flat
                                                            Performance                             Carbon Europe already has a
                       offering the widest range            After a solid first half, demand for     strong presence.
                       – from small and medium              long products weakened from the
                       to jumbo beams. It is                third quarter as market sentiment       A project to produce head-
                       also a leader in wire rod,           was affected by the European            hardening of rails, for railway




                                                                                                                                            Performance
                                                            sovereign debt crisis. The downturn     systems with heavy loads, was
                       rebars, special and                  was most marked in Europe but US        initiated in Veriña, Spain. The new
                       merchant bar.                        demand also softened. Appreciation      plant has been operational since
                                                            of the Brazilian Real had a negative    January 2012. Plans to expand wire
                       Increasingly, Long Carbon is a       impact on the local market.             rod capacity at Monlevade in Brazil
                       provider of engineering support      Construction markets in 2011            have been put on temporary hold,
                       services. As the world leader in     declined for the fourth year in a       as sufficient capacity at other sites
                       sheet piles, we provide technical    row especially in Southern Europe.      is available to serve our customers.




                                                                                                                                            Governance
                       solutions to some of the world’s
                       most challenging infrastructure     Long Carbon shipments rose               Outlook
                       projects. With strong support from  from 23.1 million tonnes in 2010         The outlook for the first quarter
                       R&D, and a downstream presence in   to 23.9 million tonnes in 2011.          of 2012 is improving with better
                       wire drawing and distribution, we   Production was around one million        economic indicators in the US
                       are continuously adding to the      tonnes higher, at 23.6 million           and, to a lesser extent, in Europe.
                       range of higher value services.     tonnes. Sales rose from                  Demand in much of South America
                                                           $21.3 billion to $25.2 billion.          is firm. Brazil’s preparations for the




                                                                                                                                            Financial statements
Long Carbon Americas   Safety                              However, with profitability per           football World Cup in 2014 and the
and Europe             There was a marked improvement tonne falling sharply in the second           Olympics in 2016 should positively
                       in overall safety metrics in 2011,  half of 2011, Long Carbon recorded       impact demand for steel for
                       with a 30% drop in the LTIFR in the an Ebitda of $1.9 billion compared       construction and infrastructure



  25.2
                       Americas and one of 20% in Europe. with $2.1 billion the previous year.      from 2013. “Long Carbon is also
                       However, there were five fatalities                                           set to benefit from a progressive
                       in Long Carbon Europe and one in    For Long Carbon Americas, the            shift towards higher value and
$                 bn                                       market improved in the second
                                                           part of 2011 compared with the
                                                                                                    quality products within its sales
                                                                                                    mix,” says Mr Wurth.
Sales 2011                                                 first semester; this improvement,
                       Below Belval, Luxembourg            combined with a strong cost-          Tubular products
                                                           cutting drive, enabled the segment    ArcelorMittal is one of the
                                                           to be close to the budget target.     world’s major producers of tubular
                                                                                                 products, serving markets as
                                                            The figures were also impacted by diverse as energy, mechanical,
                                                            the restructuring costs associated construction and automotive.
                                                            with the asset optimization plan.    With 23 facilities in 11 countries,
                                                            With demand levels more than         we produce a complete range of
                                                            20% below pre-crisis levels, we      products, spanning seamless, spiral
                                                            have taken steps to idle higher cost welded and longitudinal welded.
                                                            plants. In September, the decision
                                                            was taken to temporarily idle the    In 2011, our tubular products
                                                            Rodange and Schifflange plants        business produced just under
                                                            in Luxembourg. In January 2012,      1.6 tonnes of steel tubes.
                                                                                                                                                  ArcelorMittal Annual Report 2011




                                                            the Madrid section mill was put      The Al Jubail joint venture in Saudi
                                                            on indefinite idle.                   Arabia to produce seamless tubes is
                                                                                                 expected to start hot commissioning
                                                            “The changes have improved           by September 2012 and to enter
                                                            cohesion within the management       production in the second quarter
                                                            teams and delivered early gains,”    of 2013. Planned capacity is
                                                            says Mr Wurth. Long Carbon           600,000 tonnes.
                                                            Europe was reorganized into four
                                                            business units in 2011 in order      Safety performance in tubular
                                                            to better align the operational      products was good – with a LTIFR
                                                            structure with the customer base. of 0.8, well below the group’s
                                                            The new units are Europe North,      average, and zero fatalities.
                                                            East, South and North Africa.
                                                                                                                                            25
Our steel and
     mining operations
     continued



      AACIS                                    Our Asia, Africa and           Safety
                                                                              Overall safety metrics in AACIS
                                                                                                                      In Kazakhstan, a new 6-strand
                                                                                                                      billet continuous caster is being
                                               CIS segment operates           showed a further improvement            commissioned at Temirtau in the
                                               steelmaking facilities in      in 2011, with the lost time injury      first quarter of 2012. Built at a cost
                                               Ukraine, Kazakhstan and        frequency rate falling from             of $40 million, it takes the Kazakh
                                               South Africa. Kryviy Rih       0.9 hours per million worked to         plant into long products with the
                                                                              0.7, around half the average for the    ability to produce 1.4 million tonnes
                                               in Ukraine is the world’s      group as a whole. While this testifies   of semis. A reline of the blast
                                               largest producer of long       to the amount of effort invested in     furnace no. 2 at Temirtau is due to
                                               products, specializing in      improving safety in recent years,       be completed in April 2012, at a
                                               rebars and wire rod,           there were still seven fatalities,      cost of $110 million. A gas cleaning
                                                                              including four in one plant in South    project will also be completed later
                                               with 5.7 million tonnes        Africa. “A renewed push, including      this year and other safety projects
                                               of production in 2011.         additional safety audits, more          are under way.
                                               Temirtau in Kazakhstan         training and moves to target
                                               produces flat products.        sub-contractors in particular, is       In South Africa, new sinter plant
                                                                              under way; management is fully          dedusting equipment is being
                                               It is the largest integrated   committed to the goal of zero           installed at the Vanderbijlpark plant
                                               steelmaker in Kazakhstan       fatalities,” says Gonzalo Urquijo,      at a cost of around $40 million.
                                               with a production of           GMB member, responsible                 It will be completed by mid-year.
                                               3.6 million tonnes in 2011.    for AACIS.                              A number of other safety and
                                                                                                                      environmental projects are also
                                               Our four plants in South       Performance                             under way.
                                               Africa produced                Following production problems
                                               5.3 million tonnes last        in South Africa and Ukraine that        Our development strategy in
                                               year. Around 65% of their      resulted in the loss of around 2.3      India and China progressed in 2011.
                                                                              million tonnes of output, crude         In both countries, we secured
                                               output is in flat products.    steel production finished the year       assets to provide the company
                                                                              marginally lower than before, at        with options. Even though the
                                                                              14.6 million tonnes. That compares      investment environment is
                                                                              with 14.9 million in 2010. Steel        challenging in India, especially in land
                                                                              shipments were down from                acquisition, resource allocation for
                                                                              13.3 million tonnes to 12.5 million     industrial development, high interest
                                                                              tonnes. With average selling prices     rate and high inflation environment,
                                                                              around 21% higher than in 2010,         we are still interested and we hope
                                                                              Ebitda rose from $1.1 billion to $1.2   that this environment will improve
                                                                              billion on sales of $10.8 billion, up   in coming years.
                                                                              from $9.7 billion the previous year.
                                                                                                                   Outlook
      Community
      development                                                             Investments                          In the emerging economies that
      in South Africa                                                         A $600 million investment program    AACIS mainly serves, demand is
      The ArcelorMittal                                                       is under way across AACIS plants to  stable, although customers remain
      Foundation supports                                                     improve productivity, expand the     wary of carrying excess stocks and
      ‘Collect a Can’ in
      South Africa, a                                                         product range and address safety     there is a lack of forward visibility,
      project which aims                                                      and environmental issues.            says Mr Urquijo. “The biggest
      to collect metal                                                                                             challenges we face for 2012 are
      cans, separate the                                                      In Ukraine, a new ladle furnace and improving our safety record and
      tin from steel
      and then sell the                                                       6-strand billet continuous caster at dealing with the issue of reliability,”
      recuperated materials.                                                  Kryviy Rih is scheduled to come on he says. “That means investing in
                                                                              stream in the final quarter of 2012. training at all levels. We also need to
      Given that the
      recovery rate of                                                        Costing $93 million, it will add     step up productivity to maintain our
      cans has risen from Above South Africa                                  1.2 million tonnes of capacity,      competitiveness.”
      18% to 67% in                                                           improve productivity and product
      the last 15 years,                                                      quality and take Kryviy Rih into
      protection of the
      environment is one                                                      smaller diameter products.
      of the project’s
      biggest achievements.
      It also helps to
      educate children,
      who are taught
      not to drop litter.
      ‘Collect a Can’
      has also had a
      positive effect
      on community
      development,
      since it provides
      regular employment
      for around
      37,000 people.


26
Overview
                                                                                                                                                               Our business
Distribution                                        Centered on Europe,           In addition, the business acts as an
                                                                                  international sales network for the
                                                                                                                         Investments
                                                                                                                         In May 2011, Distribution
                                                    our Distribution Solutions
Solutions                                           segment operates from
                                                                                  group’s steel mills.                   Solutions acquired the Cognor
                                                                                                                         distribution network in Poland.
                                                    around 400 sites and          Safety                                 Comprising 12 warehouses,
                                                    has more than 40,000          With a lost time injury frequency      Cognor complements our existing
                                                                                  rate of 3.2 hours per million worked, distribution network in the
                                                    active customers. It enjoys   including two fatalities, Distribution country and extends the sales




                                                                                                                                                               Sustainability
                                                    a 12.8% share of the          Solutions’ safety performance in       platform for our six steel mills in
                                                    European steel market,        2012 fell a long way short of target. Poland. Greenfield investments
                                                    with leading positions in     “We benchmark our performance          were made to extend distribution
                                                                                  against competitors,” says Gonzalo facilities in Dubai and Turkey.
                                                    France, Belgium, the          Urquijo, GMB member, responsible
                                                    Netherlands, Luxembourg,      for Distribution Solutions. “But just Outlook
                                                    Spain, Italy and Poland.      being better than the industry         Mr Urquijo says that, following
                                                    Approximately 65% of its      norm is not good enough. We are        the destocking that has taken




                                                                                                                                                               Performance
                                                                                  redoubling our efforts, with now       place, the outlook in Europe is
                                                    sales are in flat products,   more than 20% of all our managers’ stable, although underlying
                                                    with most of the              time dedicated to safety. We have      demand is flat. “We have three
                                                    remainder in long.            everyone’s full involvement and        challenges for 2012,” he says.
                                                    Through its network of        we are looking for a major             “The first is to improve our safety
                                                                                  improvement,” he says.                 performance; the second is to
                                                    steel service centers,                                               review our cost structure; and the
                                                    Distribution Solutions is     Performance                            third is to work more closely with




                                                                                                                                                               Governance
                                                    able to provide highly        Distribution Solutions shipped         the upstream businesses to better
                                                    customized solutions to       18.4 million tonnes of steel in        manage our stocks and reduce
                                                                                  2011, up from 18.2 million tonnes cyclical volatility.” Our aim is to
                                                    even small customers.         in 2010. Amidst destocking on the become the preferred supplier of
                                                                                  part of customers, average selling     our customers by accomplishing
                                                                                  prices declined towards the latter     the above.
                                                                                  part of the year. With a severe
                                                                                  price-cost squeeze, Ebitda fell to




                                                                                                                                                               Financial statements
  Distribution Solutions                                                          $271 million from $456 million in
                                                                                  2010. Sales were $19.1 billion         “Our competitive position



  18.4
                                                                                  (2010: $15.7 billion).                  has been set as one of
                                                                                                                         our priorities for 2012
                                                                                                                         with specific actions
                                       mt                                                                                in terms of developing
                                                                                                                         our high value-added
  Steel shipments in 2011                                                                                                products. We aim to
285 new apartments                                                                                                       improve our customer
In December 2011, ArcelorMittal Kryviy Rih
commissioned new residential housing for
                                                                                                                         service and to further
its employees, thus fulfilling one of the key                                                                            develop the cooperation
investor obligations in the social area according
to the sales and purchase agreement (SPA).
                                                                                                                         between upstream,
The plant invested around 64 million UAH                                                                                 downstream and our
into the construction of two new modern
nine-storied buildings in the 2nd and the
                                                                                                                         distribution network
3rd Vostochny microdistrict in Gutovsky street.                                                                          which is very close to
VV Vaideeswaran, the CEO of ArcelorMittal                                                                                our end customer.”
Kryviy Rih commented, “We are proud today
to finalize one of our main investment                                                                                   Michel Wurth
obligations according to the SPA. Even in the                                                                            Member of Group Management
midst of the most severe crisis in the industry’s                                                                        Board, responsible for Long Carbon
history we continued fulfilling our social
                                                                                                                                                                     ArcelorMittal Annual Report 2011




obligations and building apartments for our
workers. We care about the safety of our
workers and their overall well-being, as well
as the well-being of their families.”
Right Kryvih Riy, Ukraine




                                                                                                                                                               27
Our steel and
     mining operations
     continued



      Mining                                     With major expansion      Since the start of 2011, Mining
                                                                           has reported as a separate segment
                                                                                                                    production, excluding ore sourced
                                                                                                                    from strategic long-term contracts,
                                                 and development           within the group. This has facilitated   increased by 11% to 54.1 million
                                                 programs underway         improved operating decisions and         tonnes. Of that total, just over half
                                                 in Canada, the US,        the optimal allocation of capital. At    (28 million tonnes) was shipped at
                                                 Brazil and Liberia,       the same time, all production that       market price. That was an increase
                                                                           can practically be sold outside the      of 12% year-on-year.
                                                 and increasing tonnages   group is now either transferred to
                                                 of both iron ore and      internal customers at market prices      Coal production was lifted by 20%
                                                 coal being marketed       or sold to third parties through the     year-on-year to 8.3 million tonnes.
                                                 externally, Mining        business’s global marketing arm.         Of that total, 4.9 million tonnes was
                                                                           Production from captive mines –          shipped at market price, an increase
                                                 is an important growth    where marketing to third parties         of 46%.
                                                 engine for the group.     is limited by logistics or quality –
                                                                           continues to be transferred on           Mining achieved an Ebitda
                                                                           a cost-plus basis to the group’s         of $3.1 billion on sales of
                                                                           steel facilities.                        $6.3 billion. That compared
                                                                                                                    with $2.3 billion on sales of
                                                                           The portfolio of mining assets           $4.4 billion the previous year.
                                                                           stretches around the globe, from
                                                                           Mexico to Russia and from the            Safety performance
                                                                           Arctic Circle to the southern tip of     Safety is the number one priority
                                                                           Africa. With a geographically            in the Mining business as in all
                                                                           diversified portfolio of operating        ArcelorMittal operations. “Our
                                                                           assets and growth projects in iron       target is to become the safest
                                                                           ore, coal and manganese, the             metals and mining company in the
                                                                           mining business is strategically         world,” says Mr Kukielski. Mining
                                                                           positioned to supply the emerging        has made great strides in the past
                                                                           markets as well as its internal          four years, reducing the lost time
                                                                           customers globally.                      injury frequency rate (LTIFR) from
                                                                                                                    4.0 per million hours worked in
      Mining responsibly                                                   Peter Kukielski, GMB member,             2007 to 1.2 in 2011. The latest
      In 2011, ArcelorMittal began iron                                    chief executive of Mining, says          figure represents an improvement
      ore mining in Liberia. Prior to this,
      ArcelorMittal launched the most
                                                                           the “vision within Mining is to          of 23.5% on the 2010 outturn.
      comprehensive environmental study                                    create value through operational
      ever undertaken in Liberia of the                                    excellence and profitable growth,         There have been some dramatic
      Nimba mountain range. This is home                                   while caring for the environment         improvements in safety
      to Liberia’s biggest iron ore deposits,
      and it is also one of West Africa’s few
                                                                           and our people, and maintaining          performance. ArcelorMittal
      remaining wet-zone forests.                                          safety first – always.”                   Princeton in the US has gone from
                                                                                                                    being the worst performer among
      ArcelorMittal partnered with a
      number of international conservation
                                                                           In 2011, Mining achieved                 all the group’s mines in 2008 to
      groups to explore how the company                                    demanding production targets.            recording a LTIFR of zero in 2011.
      can help reverse the history of                                      With the first shipments of ore from
      environmental damage in Nimba. As                                    the new mine in Liberia, iron ore
      a result, ArcelorMittal found several
      new species including a fish, a frog
      and a dragonfly and confirmed that
      the Nimba mountains are home to
      animals that live nowhere else but         Above Buchanan, Liberia
      in this part of Liberia. A biodiversity    Right Kazakhstan
      conservation program has now been
      launched as the protection of the
      rainforest is crucial to ArcelorMittal’s
      plan for Liberia, and the future of
      rural livelihoods.




28
Overview
                                                                                                                                                             Our business
Regrettably, there were still          personnel and periodic validation      900 million tonnes, on which to        Coal production is planned to rise to
seven fatalities in the coal mining    by external specialists.               base future expansion.                 at least 11 million tonnes over the
operations in 2011. Efforts                                                                                          same period. In early 2011, Mining
are being redoubled to drive home      At the end of 2011, proven and         For more details on reserves and       completed the underground mine
the message that safety is a shared    probable reserves of iron ore          resources, please see page 202.        expansion program at Princeton
responsibility. “In developing our     amounted to 3.8 billion tonnes                                                Coal, increasing production capacity
culture in Mining we emphasize         of run-of-mine material. These         Growth plans                           by 0.7 million tonnes a year.
what we call ‘courageous               reserves constitute the basis of       Capital expenditure in Mining more




                                                                                                                                                             Sustainability
leadership’ in order to equip our      90% of the group’s long-term           than doubled to around $1.3 billion    Key projects underway include:
leaders and our people with a set      production forecasts. In addition,     in 2011 and is set to remain at a
of values,” says Mr Kukielski. “It     we have measured and indicated         high level as existing mines are       Liberia: The first shipments from
empowers people to speak up            resources of iron ore estimated        expanded and new ones developed.       our greenfield iron ore project in
when something is not right. It is     at approximately 8.2 billion tonnes,   The focus is firmly on growing          Liberia commenced in September
about creating a culture in which      with further inferred resources of     marketable volumes. In 2012,           2011. This was the culmination of
people know they are valued,           4.1 billion tonnes. These resource     production of both iron ore and        four years’ development work that
where they bring a positive attitude   estimates provide considerable         coking coal is planned to increase     included the rehabilitation of




                                                                                                                                                             Performance
to work and accept the                 scope for growth and underpin          by around 10%.                         240km of railway and upgrades
responsibilities of leadership –       the long-term sustainability of                                               to the port and material handling
in safety as in everything else,”      our operations.                        However, this increase is just one     facilities at Buchanan. The mine
he says. The mining business is                                               stop on the growth journey. The        was brought into production on
targeting a LTIFR of 1.0 or          Proven and probable reserves of          near-term target is to expand iron     schedule and within budget. In
less by 2013.                        metallurgical coal were estimated        ore production to 100 million          2012, production will be lifted
                                     at 323 million tonnes of run-of-         tonnes by 2015. That includes ore      to around 4 million tonnes.
Management team                      mine coal with an average yield          sourced from strategic contracts,




                                                                                                                                                             Governance
With a number of key hires in        of 52%. The life-of-mine plans           forecast to be around 16 million
2011, Mining now has a leadership of our coal operations are entirely         tonnes by that date. Within Mining’s
team with huge industry              based on these reserves and              own production, marketable
experience. Built up over two years, extend for 20 years or more. We          tonnages are expected to double
the team has a proven track record also have a substantial further coal       on 2010 levels.
of project execution, operational    resource, estimated at more than
performance and commercial
marketing. “Getting the right




                                                                                                                                                             Financial statements
people in the right place at the
right time is one of the biggest      “While our expansion plans are ambitious, we have
challenges,” says Mr Kukielski. “We    rigorous controls in place to ensure that we are
have been able to cherry-pick,
taking people from leading roles in
                                       not simply increasing production tonnage. Our
the industry.”                         business plan envisages strong Ebitda growth
                                        even on flat iron ore price assumptions. In other
Reserve and resource update             words, we are well positioned to continue to deliver
In 2011, Mining carried out its
commitment to complete a full
                                        superior value whatever the economic backdrop.”
review of all of its life-of-mine       Peter Kukielski
plans, ore reserves and resource        Member of the Group Management Board, chief executive of Mining
estimates. Reserve estimation
and reporting methods were
standardized to ensure best
practice and alignment with
Securities & Exchange Commission
requirements. We also standardized
our mineral resource estimates to
meet the Canadian Ni 43-101
requirements. Ore reserve
estimates will now be updated
and reported annually.
                                                                                                                                                                   ArcelorMittal Annual Report 2011




All ore reserve and mineral resource
estimates are now subject to a
rigorous corporate governance
process with internal technical
reports, sign-off by qualified




                                                                                                                                                             29
Our steel and
     mining operations
     continued



      Mining                           Engineering for the second phase
                                       of the project is now under way. If
                                                                                The Mont-Wright operations have
                                                                                more than 2.0 billion tonnes of iron
                                                                                                                         Our commercial strategy will focus
                                                                                                                         on building a customer base in both
                                       approved, this would lift production     ore reserves – sufficient to support      the Atlantic and Pacific growth
                                       of iron ore from 4 million tonnes        a 28-year mine life at the               markets to develop stable,
                                       a year of direct shipment ore to         expanded production level. This is       long-term demand.
                                       15 million tonnes a year of              before taking account of substantial
                                       concentrate from 2015. It includes       additional resources, which could        Other projects
                                       the construction of a concentrator       form the basis of a further doubling     While Baffinland is a key project
                                       and a further upgrade to the port        of production over time. Scoping         in the drive to sustain future
                                       facilities. Planned expenditure on       studies are underway to confirm           production growth beyond 2015,
                                       phase two amounts to $1.8 billion.       the potential for further mine           Mining has an internal pipeline of
                                                                                expansion in the Mont-Wright, Fire       both brownfield and greenfield
                                       ArcelorMittal Mines Canada:              Lake and Mont Reed areas. We are         projects currently under
                                       Expansion of the Mont-Wright             also actively exploring in areas of      consideration. With our significant
                                       mine and concentrator capacity will inferred mineral resources.                   resource base, these projects offer
                                       increase annual production of iron                                                the potential over the medium-
                                       ore concentrate from 16 million          Andrade Mines, Brazil: Investment        term for an expansion in our own
                                       tonnes to 24 million tonnes by           in the Andrade Mines in Brazil will      iron ore production up to and
                                       2013. The project cost is                lift production or iron ore from         beyond 100 million tonnes,
                                       approximately $1.2 billion. This         1.5 million tonnes a year to             before including strategic contracts.
                                       expansion capitalizes on existing        3.5 million tonnes. The expansion,
                                       rail and port facilities, the quality of which is set to cost $75 million, will   Global marketing
                                       our product and our experienced          be completed in 2012.                    With a highly experienced
                                       workforce. Its location offers easy                                               marketing team now in place,
                                       access to US and European markets Baffinland, Canada: In March                     Mining is building a strong
                                       – an important consideration given 2011, ArcelorMittal, in partnership            commercial presence in global
                                       that the additional production will      with Nunavut Iron Ore Acquisition        markets. Our goal is to be a
                                       be sold on world markets.                Inc. (now WW Mines), acquired            preferred supplier in an otherwise
                                                                                a 70% controlling interest in            highly concentrated iron ore and
                                                                                Baffinland Iron Mines Corporation.        coal industry with a broad customer
                                                                                Baffinland owns the Mary River            base and a portfolio of long-term
                                                                                project, a high-grade iron ore           contracts, thereby allowing us
                                                                                reserve in Northern Canada.              to produce evenly through the
                                                                                The acquisition consolidated             steel cycle.
                                                                                ArcelorMittal’s position as a
                                                                                major iron ore producer.                 Unlike many producers, we bring
                                                                                                                         an understanding of our customers’
                                                                               The existing feasibility study            total feed requirements and we
                                                                               has been updated ahead of a               have the ability to provide bundled
                                                                               board-level construction decision.        deliveries of steelmaking raw
                                                                               In addition, a draft environmental        materials to their mills. We are also
                                                                               impact statement has been                 able to leverage the group’s strong
                                                                               submitted to regulators, instituting      shipping capability. In 2011,
                                                                               the process of environmental              marketing trials were undertaken
                                                                               review. Constructive talks are            in a number of markets. The focus
                                                                               proceeding with local stakeholders        was on the growth markets of Asia,
                                                                               to finalize the Inuit impact benefits       South America and the Middle East.
                                                                               agreement.

                                                                               The Baffinland product will be a
                                                                               high-quality, direct shipping mix of
                                                                               premium lump ore and premium
                                                                               fine ore sinter feed with only
                                                                               crushing and screening required.
                 Above Baffinland, Canada




30
Overview
                                                                                                                                                            Our business
Corporate responsibility               pollution. We have also formed a      Canada and the Liberian operations       Safety is always a
The Mining team actively works to      joint environmental management        will materially reduce our global cost
minimize the environmental impact      committee with the elders of the      position in iron ore. By 2015, iron
                                                                                                                      challenge for the company
of its operations and engages with     local Inuit communities to gain       ore cash costs are expected to be        and especially for mining.
local stakeholders to foster           knowledge of their traditions as      around 15% lower than today on           To improve safety in the
sustainable communities.               hunters and fishermen. The             a constant currency basis.               group’s mines in
                                       committee will scrutinize and         Ongoing capital investment in the
While preparing to develop our iron    approve all design aspects of         coal mines will similarly improve
                                                                                                                      Kazakhstan, ArcelorMittal




                                                                                                                                                            Sustainability
ore mine in Liberia, we undertook      the project.                          the cost position in coal.               has invested $365 million
an extensive biodiversity study and                                                                                   in an extensive
are now working alongside local        Competitive cost base                 “While our expansion plans are           modernization program
people to improve management of        The Mining business strives to        ambitious, we have rigorous
the local environment. We have         achieve its planned organic growth    controls in place to ensure that we
                                                                                                                      since 2007. On Baffin
built schools, a training center and   at an attractive cost per tonne.      are not simply increasing production     Island in the Canadian
hospitals – all of which we fund and   Compared with industry peers,         tonnage,” says Mr Kukielski. “Our        Arctic, site exploration
operate. And we have sunk and          the estimated capital costs for       business plan envisages strong           requires people to work




                                                                                                                                                            Performance
equipped wells to bring fresh water    the major planned projects are        Ebitda growth even on conservative
to isolated villages.                  competitive, offering the prospect    iron ore price assumptions. In other
                                                                                                                      on frozen ice. “To minimize
                                       of compelling returns even on flat     words, we are well positioned to         risks, our team trained in a
At our Baffinland development,          assumptions of long-term iron ore     continue to deliver superior value       new operating procedure
we have now completed in-depth,        and coal prices.                      whatever the economic backdrop.”         for measuring the
base-line environmental studies.
Ongoing monitoring continues.          As production of both iron ore
                                                                                                                      thickness of ice and
Given its exceptional quality, the     and coking coal increases, Mining’s                                            evaluating conditions on




                                                                                                                                                            Governance
extracted ore will require no          operating unit costs are expected                                              floating ice covers,”
processing and will leave behind       to fall. The investments now being                                             said Dave McCann,
no tailings deposits or processing     made in ArcelorMittal Mines
                                                                                                                      responsible for mining
                                                                                                                      project sites, Baffin Island.




                                                                                                                                                            Financial statements
                                                                                                                      Baffinland commitment
                                                                                                                      Baffinland Iron Mines Corporation
                                                                                                                      is committed throughout all phases
                                                                                                                      of the Mary River project to plan
                                                                                                                      and conduct operations in an
                                                                                                                      environmentally responsible manner,
                                                                                                                      one that is beneficial to all.
                                                                                                                      Left Port-Cartier, Canada
                                                                                                                                                                  ArcelorMittal Annual Report 2011




                                                                                                                                                                31
We are leaders
in automotive steel




Picture Belval, Luxembourg
                             Our global share of the automotive steel market is around 18%. In all,
                             the auto industry consumes around 15% of all the steel we produce. Long-term
                             contracts add to the stability of our business. We have built close relationships
                             with our customers, often working with them at the vehicle design stage.
                             These relationships are founded on our continuing investment in R&D and our ability
                             to provide highly engineered solutions that help make vehicles lighter, safer and
                             more fuel-efficient. We are the leader in the fast-growing market for advanced
                             high-strength steels. Together with a range of press-hardened steels, these steels
                             form the basis of our revolutionary S-in motion solution, which opens the way
                             to big CO2 savings over the life of the average vehicle.


                             Ebitda 2011




                             10,117
                             $                       m
33
Business overview   Our business   Sustainability   Performance   Governance   Financial statements   ArcelorMittal Annual Report 2011
Corporate
     responsibility

                      At ArcelorMittal, corporate    Our CR strategy focuses on              The following pages provide an
                                                     four areas:                             outline of the group’s CR strategy
                      responsibility (CR) is about                                           and performance. A separate
                      embedding good practice        • Transparent governance – our
                                                                                             CR report, published alongside this
                                                       business strategy, operations
                      in every aspect of the           and everyday practices are all
                                                                                             annual report, provides additional
                      group’s activities. By           underpinned by transparent
                                                                                             detail and analysis. It can be
                                                                                             accessed at www.arcelormittal.
                      aiming at all times to           governance.
                                                                                             com/corporateresponsibility
                      act in a responsible and       • Investing in our people – we want
                      transparent manner,              to make each and every person         Transparent governance
                      and to maintain good             working on our behalf feel valued.
                                                                                             CR has the committed support
                      relations with our             • Making steel more sustainable         of both the board of directors,
                      stakeholders, we are             – we are using our expertise          which formally oversees CR
                                                       in steel and mining to develop
                      better able to manage            cleaner processes and greener
                                                                                             across the company, and the Group
                      social and environmental                                               Management Board. The board of
                                                       technologies.                         directors receives a consolidated
                      risk and deliver long-term     • Enriching our communities – we        report on key CR topics for each
                      shareholder value.               play an important role in all the     of its meetings (it met eight times
                                                       communities where we operate.         in 2011), enabling it to monitor
                                                                                             performance and make
                                                     In 2011, we made good progress          assessments in key areas including
                                                     in all four areas of the CR strategy.   human resources, health and safety,
                                                     Health and safety remained our          social and the environment. With
                                                     number one priority. In 2011,           the diversity of their backgrounds,
                                                     a report jointly issued by the          the directors bring an exceptional
                                                     company, the European                   breadth of experience to their
                                                     Metalworkers’ Federation, the           decision-making.
                                                     International Federation of
                                                     Metalworkers and the United             The Group Management Board
                                                     Steelworkers was published.             reviews the CR program on a
                      Below Chicago, US              This report concluded that the          quarterly basis. It also receives
                                                     collaboration between the company       in-depth subject matter reports
                                                     and its unions had helped build a       several times a year to permit
                                                     positive workplace culture and          more detailed analysis. With
                                                     improved coordination between           operational responsibilities that
                                                     unions and management both              engage them daily in health and
                                                     locally and globally.                   safety, social, environmental
                                                                                             and ethical issues, all Group
                                                     Respecting human rights is              Management Board members
                                                     important for our business. In          are able to bring key insights
                                                     2011, we commenced a training           to the CR management process.
                                                     program to raise awareness of our
                                                                                        The group CR team is tasked
                                                     human rights policy, both internally
                                                     and throughout our supply chain.   with promoting the CR strategy
                                                                                        across the group and also to
                                                     In September 2011, ArcelorMittal provide regular reports to other
                                                     was reconfirmed as a member of      board committees. In 2011, each
                                                     the Dow Jones Sustainability World meeting of the audit committee
                                                     Index following its annual review.
                                                     The company is also a member
                                                     of the FTSE4Good Index.




34
Business overview
received a statistical update




                                                                                                                                                 Our business
                                        147,000 employees, raising their       Regrettably, there were still 27
on the implementation of our            awareness of what their human          work-related fatalities among
human rights policy as part of          rights are and how they are            employees and contractors in 2011     “Clear reporting is
their responsibility for monitoring     expected to behave. ArcelorMittal’s    (20 in steel and 7 in mining). We      one of the best ways
the compliance program. The risk        human rights policy is now available   mount a thorough investigation         of engaging with
management committee also               in the 19 most commonly spoken         following each such accident.
assesses risks from a social,           languages within the group.            The findings are discussed at the       our global and local
environmental or ethical                A guidance manual was published        Group Management Board level and       stakeholders. In
perspective.                                                                                                          addition to the group




                                                                                                                                                 Sustainability
                                        to assist employees in dealing with    action plans are drawn up to ensure
                                        any issues they encounter in their     the lessons are systematically         corporate responsibility
The implementation of the CR            day-to-day operations and a            shared throughout the group.
strategy is advised by the CR           governance framework was set up                                               report, 10 local
coordination group which reviews        to ensure that we can effectively      Journey to Zero focuses on             corporate responsibility
standards, assesses risks and           deal with any violations of the        preventative action and improved       reports were published
monitors the implementation of          policy. In 2012, we will continue      standards through the sharing of       in 2011 – all aligned
CR strategy. It is comprised of         impact assessments in priority         best practice and group-wide
senior managers from a variety of                                                                                     to the group-wide




                                                                                                                                                 Performance
                                        countries and our training program     benchmarking. A number of
other corporate areas and meets         to support human rights in line        initiatives designed to reinforce      corporate responsibility
regularly. In 2011, there were          with the United Nations Guiding        the program were introduced in         priorities.”
eleven meetings, including a            Principles on Business and             2011 following a company-internal
site visit to South Africa.             Human Rights.                          Health and Safety Summit held         Gonzalo Urquijo
                                                                               in Canada in January 2011. A          Member of the
All business units are in the process   We also continue to make progress follow-up meeting was held in              Group Management Board,
of implementing CR governance           on our code for responsible sourcing London in December 2011 for             responsible for
structures at a local level. These                                                                                   corporate responsibility




                                                                                                                                                 Governance
                                        launched in December 2010. The         the Group Management Board
are designed to promote effective       code has started to be distributed     and management committee
CR management, reinforce                to all our main suppliers together     members. Significant improvements
cross-functional collaboration and      with a publicly available guidance     were recorded at several priority
foster good community relations.        document on its implementation.        sites. A major effort was made
Clearly defined CR responsibility                                               to reinforce safety procedures
forms part of the job description       Investing in our people                among contractors, whose safety
of all CEOs, plant managers and                                                record lags behind that of our
designated CR coordinators. All         Health and safety




                                                                                                                                                 Financial statements
                                                                               direct employees.
are accountable at their respective     The safety of our employees is our
levels. This activity is supported by   top priority. Our company-wide         The joint global health and safety
regular training events, courses and    safety program, Journey to Zero,       committee, set up with the group’s
information sharing meetings on         aims to make a continuous              trade unions, meets once a quarter.
key subjects that are held locally,     improvement in our safety record       As in prior years, our group-wide
regionally or hosted at the             and eliminate fatalities. In 2011, our annual Health and Safety Day was
headquarters.                           employee and contractor lost time held on a date chosen to coincide
                                        injury frequency rate (LTIFR) fell     with the International Labor
The group compliance program            from 1.8 per million hours worked Organization’s World Day for Safety
plays an important role in              in 2010 to 1.4. This was in line       and Health at Work on April 28.
establishing a responsible and          with our target for a further 20%
ethical business culture. Compliance    reduction in the injury rate and       We view the health of our
training was expanded in 2011 to        represents the fourth consecutive employees both as an important
encompass a group-wide training         year of improvement. A target of       contributor to safety standards
program on the human rights policy      LTIFR of 1.0 has been set for the      and as a key element in our
launched in 2010. Using both online     end of 2013.                           success as a company. In 2011,
and face-to-face training, we                                                  our ‘Health Week’, focusing on
delivered training to a total of                                               non-occupational diseases and
                                                                               wellness, was extended to every
                                                                               site in the group.



ArcelorMittal personnel and contractors – lost time injury frequency rate (LTIFR)
                                                                                                                                                       ArcelorMittal Annual Report 2011




                                                                                           2010              2011
Total mines                                                                                 1.5              1.2
Flat Carbon Americas                                                                        1.8              1.9
Flat Carbon Europe                                                                          2.3              1.6
Long Carbon Americas and Europe                                                             2.0              1.4
Asia, Africa and CIS                                                                        0.9              0.7
Distribution Solutions                                                                      2.7              3.2
Total steel                                                                                 1.8              1.5
Total (steel and mines)                                                                     1.8              1.4



                                                                                                                                                 35
Corporate
     responsibility
     continued

                                             Human resources                         responsibility program. It will raise   We are the largest recycler of scrap
                                             Against the backdrop of a               awareness about our CR strategy         steel in the world. Each year, we
                                             challenging marketplace, the            and encourage employees to take         recover and recycle more than
                                             human resources team has engaged        action at work and at home.             30 million tonnes of scrap, saving
                                             actively with trade unions and                                                  40 million tonnes of CO2. We have
                                             employees to maintain constructive      Training and development                a dedicated team to evaluate our
                                             employee relations and minimize         ArcelorMittal University is at          processes and products using a life
                                             the impact of the group’s               the heart of the group’s training       cycle assessment methodology.
                                             restructuring. ArcelorMittal            and development activities,
                                             recognizes the right to collective      offering programs for leadership        We are a key member of the
                                             bargaining and approximately 85%        development and technical training      EU Ultra-Low CO2 Steelmaking
                                             of our employees are currently          through online and classroom            initiative (ULCOS). The program is
                                             covered by such agreements.             delivery. In 2011, more than            now in its second phase, which will
                                                                                     23,000 employees participated in        include a demonstration project
                                             We believe in open and continuous       a total of around 358,000 hours         involving the recycling of blast
                                             dialogue with our employees. Our        of courses and training linked to       furnace gases and carbon capture
                                             employee relations policy, together     the University.                         and storage at our operations
                                             with our guidelines on best practices                                           in Florange, France, and
                                             and training ensure that our            The University is constantly            Eisenhüttenstadt, Germany.
                                             processes are implemented across        evolving. In 2011, it introduced
                                             the business in a consistent manner.    programs to address business            Within our own operations, we
                                             We have established employee            challenges in emerging economies        continue our energy-saving efforts.
                                             relations diagnostics at key sites      to align with the company’s growth      Our industry-leading R&D expertise
                                             where groups of management and          strategy in these markets. More         has played a key role in delivering
                                             employee representatives together       training was delivered locally,         energy optimization models that
                                             monitor the implementation of           through an expanding network of         are now being deployed across the
                                             relevant policies.                      local and regional training centers.    group. Our US operations have been
                                                                                     In 2011, three new campuses             awarded an Energy Star by the U.S.
                                             We attach great importance to           were inaugurated in South Africa,       Department of Energy for four
                                             the development of our people.          Czech Republic and Spain. Tailored      consecutive years.
                                             Our global executive development        induction programs have been
                                             program (GEDP) is the foundation        developed for both employees            We monitor air, water, energy and
                                             of our performance and people           and contractors at the group’s          waste data at all of our facilities.
                                             management processes and a              new greenfield operations.               By the end of 2011, 98% of all
                                             key instrument for identifying                                                  main industrial sites had achieved
                                             and promoting talent. It is             Making steel more                       ISO 14001 certification, the
                                             supported by a succession                                                       international standard for
                                             management process designed
                                                                                     sustainable                             environmental management.
                                             to ensure talent development            Addressing climate change
     Leadership award
                                             and to encourage individual             Steel production has an             To improve air quality, we have
     In November 2011, ArcelorMittal         advancement and motivation.             environmental impact that we        finalized a new dedusting system
     was ranked seventh in the                                                       are committed to reduce. In 2011,   at our sinter plant in Ostrava,
     ‘Top Companies for Leaders’ ranking     Two other programs play                 greenhouse gas emissions from our   Czech Republic, which will reduce
     in Europe. A first-time entrant to
     the survey, the company was
                                             an important role in talent             steel operations remained broadly   emissions of dust by 70%. Sulfur
     competing with 60 other big             identification: the group engineers      in line with the previous year.     dioxide will also be reduced.
     European businesses and judged          program to create a pool of                                                 A similar investment was made at
     on the strength of its leadership       internationally mobile engineers        We continue to invest in            the sinter plant of Vanderbijlpark
     practices and culture, its leadership
     development, and its performance
                                             and the career accelerator program      environmental solutions. In         in South Africa which is now being
     and reputation.                         designed to develop key talents in a    2011, the ArcelorMittal investment commissioned.
                                             structured manner. These programs,      allocation committee approved
                                             together with other workforce           environmental projects with a total We are also targeting improved
                                             planning programs, are informed by      value of $383 million and energy    water management at plants with
                                             our diversity and inclusion policy.     efficiency projects for a total of   high consumption levels. A case
                                                                                     $164 million. We have set           study using best practice analysis
                                             Looking towards 2012, we are            ourselves a target of reducing our  of the water flows was successfully
                                             launching an employee engagement        CO2 emissions by 170kg a tonne      developed at our Bremen plant
                                             campaign across the group. Our aim      of steel produced by 2020. That     in Germany in 2011, leading to
                                             is to motivate employees to play        is equivalent to an 8% reduction    a significant reduction in potable
                                             their part in implementing              in normalized emissions from our    and industrial water usage.
                                             ArcelorMittal’s corporate               2007 base-line.




36
Business overview
In Brazil, ArcelorMittal BioFlorestas   Enriching our communities             The Foundation’s main areas of        Enhancing the lives




                                                                                                                                                    Our business
is working on technology to                                                   activity are education, health and
recycle the waste gas emitted          Wherever we operate, we                community development. It also
                                                                                                                    of older people
during charcoal carbonization          contribute to the development          has a standing commitment to
and use its heat content in            of strong and sustainable              provide immediate help to
                                                                                                                    In 2005 and as a
electricity generation.                communities. We conduct local          communities affected by               proposal from
                                       assessments to define the key           emergencies.                          ArcelorMittal volunteers,
The need to sustain biodiversity is an areas for engagement that help                                               the ArcelorMittal
important part of our environmental us assign our resources and identify      In addition to local projects, the




                                                                                                                                                    Sustainability
strategy. Before establishing our iron new issues. We aim to engage           Foundation takes on global projects
                                                                                                                    Foundation started
ore mining operation in the Nimba      with our external stakeholders in      through partnerships with Habitat     a project to enhance
region of Liberia, we conducted        a transparent manner and work in       for Humanity, International           the quality of life for older
a long-term ecological study           partnership with local organizations   Baccalaureate, Junior Achievement     people. ArcelorMittal
which highlighted how the local        as defined by our external              and Bone Marrow Donation.
environment might be impacted          stakeholder engagement procedure,
                                                                                                                    volunteers teach crafts
in the future. This prompted us        previously called ‘community           The Foundation also works             to older people waiting
to work with international             engagement standard’.                  to encourage ArcelorMittal            for treatment at a health




                                                                                                                                                    Performance
conservation groups and with local                                            employees to invest their time        center in Cariacica, Brazil.
stakeholders to develop shared         Four of the 12 policy aspects          and expertise in community
plans for the management of the        covered by the ArcelorMittal           projects. Its initiatives include
                                                                                                                    In 2010, the project won
forest and make conservation a         human rights policy relate to our      the international volunteer day, in   an ArcelorMittal
priority. In Baffin Island, Canada,     communities – ranging from topics      which around 7,500 employees          Excellence Award and
where our new mining operation is such as access to land and water to         participate each year, and the        it is now a reference in
planned, an extensive environmental resettlement. As part of our work         solidarity holidays program which     enhancing the quality of
impact assessment was carried out to implement the policy across the          gives employees the opportunity




                                                                                                                                                    Governance
to determine the necessary             group, local grievance mechanisms      to spend part of their annual leave   life for the community’s
conditions for future activities to    are being strengthened.                volunteering in a Foundation          older people. In 2011
be managed with respect for the                                               project overseas. In 2011, the        this life-changing work
physical environment.                  Our program of interactive             Foundation carried out 10
                                       training workshops designed to         solidarity holidays projects in
                                                                                                                    continued.
We place great emphasis on helping build local community engagement           Argentina, Brazil, Bosnia and
our customers achieve greater          capabilities was continued in 2011     Herzegovina, Haiti, Liberia,
sustainability profiles for their       in Bosnia and Herzegovina, Czech       Macedonia, Mexico, Senegal,




                                                                                                                                                    Financial statements
products. In 2011, our R&D team        Republic, Kazakhstan, Poland           South Africa and Ukraine.
continued to pioneer new high-         and Ukraine.                                                                 “What makes the
strength steels that permit major                                             The ArcelorMittal Foundation           Foundation’s initiatives
weight reductions, and therefore       ArcelorMittal Foundation               also provides ‘minigrants’ of up
                                       Created in 2007, the ArcelorMittal
                                                                                                                     even more unique is
fuel savings, in automotives. We                                              to $5,000 to non-governmental
are developing advanced steel for      Foundation develops projects to        organizations with whom our            that they do not only
electrical engines and rail transport benefit the communities where the        employees are actively engaged         benefit communities,
which will help reduce CO2             company’s operations are located.      as volunteers. In 2011, 73             but they also bring
emissions. In the construction         It operates in 30 countries and        non-governmental organizations in
                                       supports around 580 projects each      17 countries received such a grant.
                                                                                                                     value to our employees
industry, the strength-to-weight
ratio of our Histar™ steel delivers    year. These are aimed at maximizing                                           and help to foster a
CO2 savings of up to 30% in the        the potential of each community                                               sense of belonging.”
construction of new buildings.         while respecting its specific needs
                                       and empowering local people. The                                              Lakshmi N Mittal
                                                                                                                     Chairman and CEO
Together with our market-leading Foundation also promotes
role in areas such as steel sheets     entrepreneurship by helping people
for flood barriers and a growing        develop their own talents. In 2011,
presence in supplying the bases,       investment in the Foundation’s
towers and many of the moving          projects amounted to $35 million.
parts of wind turbines, this
demonstrates both the role steel
will play in a sustainable future and
ArcelorMittal’s ability to anticipate
it. See research and development,
                                                                                                                                                          ArcelorMittal Annual Report 2011




page 38.




                                                                                                                                                    37
Research and
     development

                                           Research and                  With 1,330 researchers and 11         We are already working on the next
                                                                         research centers, ArcelorMittal’s     generation of MartINsite, M1900.
                                           development (R&D)             2011 expense for R&D was              Increasingly, we are trialing new
                                           plays a key role in           approximately $306 million.           concepts and materials in the
                                           the sustainability and        Just over half of that spending is    search for ever greater strength
                                           long-term success             on product and applications           to weight ratios.
                                                                         development, either addressing or
                                           of the group.                 anticipating customer requirements.   Packaging
                                           Continuous technological      Around 40% is dedicated to            R&D has collaborated with
                                           development helps             process improvements within the       ArcelorMittal Flat Carbon Europe,
                                           us maintain and grow          group. A quarter of all spending is   the leading provider of steel for
                                                                         on longer-term projects.              packaging in Europe, to develop
                                           market share, sustain                                               new, low-thickness grades of steel
                                           competitiveness and           There is a strong strategic           that combine high-strength and
                                           lead the way in energy        orientation and customer alignment excellent formability, reducing costs
                                           and resource efficiency.      to all we do. Representatives of the to the customer. Examples include
                                                                         business units, not scientists, chair the Maleis™ system for easy-open
                                           The influence of R&D          the multiple committees that          ends and a can-opening tab that
                                           permeates all parts           define R&D priorities and allocate     combines double cold-reduced
                                           of the business – fostering   resources. A number of our            material yield and tensile strengths
                                           innovative thinking           scientists are located not in our     with the formability of standard
                                                                         laboratories but at customer          rolled cold-reduced material. As a
                                           at all levels.                locations. For some key customers, result of this program, steels with
                                                                         we have research staff on-site,       a thickness of 0.1mm have been
                                                                         engaged in design work and            trialed and simulations for 0.09mm
                                                                         materials selection.                  are already underway.

                                                                         Product R&D focuses on four           Research also focuses on increasing
                                                                         main areas:                           the formability of steel to make
                                                                                                               appealingly shaped cans, and
                                                                         Automotive                            ensuring that products meet
                                                                         We continue to set new standards      increasingly stringent environmental
                                                                         for steel solutions that make         and safety regulations.
                                                                         vehicles lighter, safer and more
                                                                         environmentally friendly. With the    Construction
                                                                         deployment of our ground-breaking     Much of our work focuses on
                                                                         S-in motion program, involving 60     thermal efficiency, acoustics,
                                                                         different press-hardened and          fire resistance and earthquake
                                                                         advanced high-strength steels         protection. Our new metallic coated
                                                                         solutions for weight saving,          steel, Magnelis®, offers superior
                                                                         ArcelorMittal won the Best Process    resistance to corrosion in harsh
     S-in motion is                                                      Innovation award in American Metal    environments and has diverse
                                                                         Market’s 2011 awards for steel        applications within the building
     something no other                                                  excellence. S-in motion allows a      and civil engineering industries.
     steel company has                                                   weight reduction of 19% in the
     done before: a pioneering                                           structural components of a vehicle    In 2011, we launched a new range
     weight-saving solution                                              (body-in-white and chassis).          of sustainable organic coated steels,
                                                                         Progress does not stop there: new     Nspired by Nature. The range offers
     that produces a big                                                 products now in development will      high corrosion resistance and is
     advance in vehicle                                                  allow a further 7% reduction.         100% compliant with both current
     energy-efficiency.                                                                                         and pending European regulations
                                                                         In 2011, a new steel for bumper       on the restriction of chemical
     We have now                                                         applications, MartINsite M1700,       substances. Other new solutions,
     shared it with nearly                                               was released. With a strength of      such as our Flontec anti-graffiti
     all of the major automotive                                         1,700 megapascals (MPa), it           coating, were showcased at the
                                                                         provides the weight savings of        Batimat construction exhibition
     manufacturers in the                                                aluminum with much greater            in November 2011.
     developed countries                                                 strength and at lower-cost.
     and it has been
     a major success.
     Lou Schorsch
     Member of the
     Group Management Board, responsible
     for research and development




38
Business overview
In structural long products, we           Process R&D                             Optimizing raw material usage is a       Internally, we have developed




                                                                                                                                                                        Our business
have developed new applications,          Process R&D has a dual mission –        key element in the drive for cost        energy optimization models that
products and technical solutions          improving plant performance in          efficiency. The volatility seen in the    have been deployed at three of our
to facilitate the use of steel in         terms of cost-efficiency and             coal and iron ore markets makes it       plants and will now be deployed
construction. At the same time,           product quality, and developing         important to be able to respond to       globally. We are working on
we continue to work towards               innovative manufacturing                variations in availability and quality   breakthrough technologies with
reducing CO2 consumption                  processes.                              while minimizing our environmental       the potential to significantly reduce
in housing.                                                                       impact. We are exploring the use of      the amount of energy required to
                                                                                  high pulverized coal injection (PCI)     produce steel.




                                                                                                                                                                        Sustainability
                                          We are constantly developing
In heavy long products,                   process models that leverage            ratios in our blast furnaces and
ArcelorMittal Belval & Differdange,       our scale and inventory of best         researching ways of using a high   Fostering innovation throughout
together with the R&D team, have          practices. A new system for the         proportion of non-coking coals to  the group
continued the development of the          real-time remote monitoring of          produce coke.                      At ArcelorMittal, innovation
largest rolled sections in the world      blast furnace conditions and                                               means more than new products
that are used for multistory              performance (RMDS), piloted in          Environmental impact               or processes. It involves getting
buildings such as New York’s              2010, is now being installed across     Reducing environmental impact      people to think about new and
Freedom Tower. We also continued                                                  is a consistent theme in what we   better ways of doing things. R&D




                                                                                                                                                                        Performance
                                          the group. It is expected to be in 18
the development of new products           blast furnaces by the end of 2012.      do. We are increasingly applying   holds workshops across the group
and applications for sheet piles to       Tracking more than 500 data points      the high-strength steels developed to help release innovative thinking.
fight flooding, as used in the gating       and 30 key performance indicators,      for our automotive customers in    For example, R&D conducted a
system to protect Venice.                 RMDS will provide early feedback        areas such as pipe and metal       creativity session for the group
AMLoCor™ is ArcelorMittal’s new           on potential problems – so allowing     processing. Our research into      finance leaders in the framework
‘low corrosion’ steel grade allowing      major cost savings – while helping      steels for electrical engineering  of the finance academy program.
design engineers and port                 to optimize performance and             targets improved efficiency and     The use of the tools and methods
authorities to build more durable                                                 reduced core loss in electrical    to leverage creative ideas




                                                                                                                                                                        Governance
                                          accelerate the standardization of
quay walls, breakwaters and jetties.      best practices. The process R&D         motors used in the appliances,     demonstrated how these can be
The key advantage of AMLoCor™             team is now working on a similar        household goods and increasingly   gainfully deployed in finance as well.
is a significant reduction of the          system for our electric arc furnace     automotive markets.
corrosion rates in seawater,              (EAF) operations.
specifically in low water and
permanent immersion zones.
AMLoCor™ also leads to
considerable savings in steel weight




                                                                                                                                                                        Financial statements
compared to an unprotected
standard structural steel, which is a
major advantage against alternative
solutions that use concrete. This
new steel grade will allow engineers
to design safe and even more
cost-effective structures that will                                                                                        ArcelorMittal awarded Steely
last for over 50 years without any                                                                                         Award for its LCA activity
additional surface protection.                                                                                             The World Steel Association
                                                                                                                           (WSA) announced its 2010 Steelies
                                                                                                                           Awards at its annual meeting in Paris,
Energy market                                                                                                              October 13, 2011. ArcelorMittal was
Our innovative product program                                                                                             awarded the ‘Life Cycle Assessment
for the energy market, dealing with                                                                                        Leadership’ Steely.
renewable energy sources, fossil                                                                                           It recognizes the quality of work
fuels or nuclear applications, is                                                                                          performed by the life cycle analysis (LCA)
rapidly growing. We wish to help                                                                                           team of global R&D, based in Maizières,
the global society move forward                                                                                            France, but also the way in which
                                                                                                                           ArcelorMittal uses LCA to develop new
in a direction where energy does                                                                                           steel solutions, new steel grades and
not become a scarcity.                                                                                                     new production processes. As a first
                                                                                                                           recognition of the work done in this
In 2011, we developed a range                                                                                              field, Jean-Sébastien Thomas, head
                                                                                                                           of the Maizières team, was appointed
of high-performance and high-                                                                                              chairman of the World Steel LCA Expert
durability pipes, plates and electrical                                                                                    Group mid-2011.
steels for the energy market. The
                                                                                                                                                                              ArcelorMittal Annual Report 2011




                                                                                                                           Left Maizières, France
focus of R&D is on development
of heavy gauge, high-strength,
corrosion resistance and
improved welding.




                                                                                                                                                                        39
We have a
world-class
mining business




                                                                                         Picture Baffinland, Canada
We have a fast-growing and geographically spread portfolio of mining assets,
focused on iron ore and coking coal. Managed and reported as a separate segment
since the start of 2011, our mining business represents both a source of strength
and future growth to ArcelorMittal. While Mining supplies many of the group’s
steel facilities, new production is increasingly being marketed externally. Our spread
of assets leaves us well placed to supply the emerging markets. In the near-term,
our growth plans center on three projects in Canada, Liberia and Brazil which
are expected to lift our production of iron ore from 65 million tonnes in 2011
to 100 million tonnes by 2015 (including strategic contracts). Beyond that date,
our Baffinland project in the Canadian Arctic promises to contribute a new
source of high-grade iron ore to sustain Mining’s continued growth.
Overview
                                                                              Our business
Iron ore and coal production million tonnes




                                                                              Sustainability
Iron ore                                                              65.21
                   1
Coal           8.9
1   Aggregate total of own mines and strategic long-term contracts.




                                                                              Performance
                                                                              Governance
                                                                              Financial statements
                                                                                    ArcelorMittal Annual Report 2011




                                                                                  41
Key performance
     indicators (KPIs)

     The key performance indicators that
     ArcelorMittal’s management uses to
     analyze operations are provided below.



     Health and safety
     (lost time injury frequency rate for steel and mining)


      2011                                                           1.4
      2010                                                                            1.8
      2009                                                                                  1.9
      2008                                                                                                         2.3
      2007                                                                                                                                            3.3

     ArcelorMittal has a clear and                     targets and monitors results          Health and safety performance,        Americas and Europe, and Asia,
     strong health and safety policy                   from every business unit and site.    based on own personnel figures         Africa and CIS operations, only
     aimed at reducing the severity                    We have also implemented an           and contractors’ lost time injury     partially offset by deterioration in
     and frequency of accidents on a                   injury tracking and reporting         frequency rate, improved to           the Flat Carbon Americas and the
     continuing basis across the entire                database to track all information     1.4 for the year 2011 from 1.8        Distribution Solutions segments.
     organization. The corporate health                on injuries, lost man-days and        for the year 2010 with significant
     and safety department defines                      other significant events.              improvement in Mining operations,
     and follows-up performance                                                              Flat Carbon Europe, Long Carbon




     Sales1
     ($ million)


      2011                                                                                                        93,973
      2010                                                                                        78,025
      2009                                                                   61,021
      2008                                                                                                                                  116,942
      2007                                                                                                           96,293

     The majority of steel sales from                  either at the business unit or         manufactured in different             This 20% increase was due to
     ArcelorMittal are destined for                    at the production unit level. For      production units around the world.    higher average steel selling prices
     domestic markets; these sales                     some specific markets, such as          In 2011, sales approximated           (+18%) and marginally higher
     are usually approached as a                       automotive, there is a global          $94.0 billion, compared with          steel shipments (+1%).
     decentralized activity, managed                   approach offering similar products     2010 sales of $78.0 billion.




     Steel shipments2
     (thousand tonnes)


      2011                                                                                                       85,757
      2010                                                                                                      84,952
      2009                                                                                    69,624
      2008                                                                                                                         99,733
      2007                                                                                                                                  107,789

     ArcelorMittal had steel shipments                 85.0 million tonnes in 2010.          Steel shipments increased in the
     of 85.8 million tonnes for 2011,                  Group shipments remain some           Flat Carbon Americas and Long
     representing an increase of 1%                    20% below pre-crisis levels.          Carbon segments and declined
     from steel shipments of                                                                 in the Flat Carbon Europe and
                                                                                             AACIS segments.


42
Overview
                                                                                                                                                                                         Our business
                                                                                                                                                                                         Sustainability
Crude steel production
(liquid steel in thousand tonnes)


    2011                                                                                                                91,891
    2010                                                                                                               90,582
    2009                                                                                     71,620




                                                                                                                                                                                         Performance
    2008                                                                                                                             101,129
    2007                                                                                                                                               114,190

In 2011, around 65.9 million                     electric arc furnace route and                   greater flexibility in raw material              crude steel was produced in
tonnes of crude steel were                       approximately 3.4 million tonnes                 and energy use, and increased                   the Americas, 46% in Europe
produced through the basic                       of crude steel through the open                  ability to meet varying customer                and 16% in other countries
oxygen furnace route, around                     hearth furnace route. This                       requirements in the markets we                  such as Kazakhstan, South




                                                                                                                                                                                         Governance
22.6 million tonnes through the                  provides ArcelorMittal with                      serve. In 2011, about 38% of                    Africa and Ukraine.




Ebitda




                                                                                                                                                                                         Financial statements
($ million)


    2011                                                      10,117
    2010                                             8,525
    2009                        5,600
    2008                                                                                                                                                     23,653

Ebitda is defined as operating                   Ebitda a tonne shipped increased
income plus depreciation,                       to $118 a tonne in 2011,
impairment expenses and                         compared with $100 a tonne in
exceptional items. ArcelorMittal                2010, $80 a tonne in 2009 and
generated Ebitda of $10.1 billion               $242 a tonne in 2008.
in 2011, 19% higher than 2010.




1   Including $4,767 million, $6,405 million, $3,169 million, $4,873 million and $5,875       2   Shipment volumes of steel products for the operations of the company include certain
    million of sales to related parties for the years ended December 31, 2007, 2008, 2009,        inter-segment shipments.
                                                                                                                                                                                               ArcelorMittal Annual Report 2011




    2010 and 2011 respectively.




                                                                                                                                                                                         43
Key performance
     indicators (KPIs)
     continued




      Average steel selling prices1
      ($ a tonne)


      Flat Carbon Americas
       2011                                                                                              892
       2010                                                                                781
       2009                                                                    698
       2008                                                                                                920
       2007                                                                    701

      Flat Carbon Europe
       2011                                                                                                            982
       2010                                                                                       821
       2009                                                                                  799
       2008                                                                                                              1,018
       2007                                                                                        831

      Long Carbon Americas and Europe
       2011                                                                                                      937
       2010                                                                                      802
       2009                                                                           743
       2008                                                                                                                   1,055
       2007                                                                                774

      AACIS
       2011                                                                          736
       2010                                                          608
       2009                                               506
       2008                                                                                      804
       2007                                                          585

      Distribution Solutions
       2011                                                                                                             993
       2010                                                                                        832
       2009                                                                                767
       2008                                                                                                                             1,155
       2007                                                                                                        961

      Over the last years, the impact of    model for iron ore shifting from    has impacted buying behavior                  Average steel selling price for the
      changes in raw material spot prices   yearly benchmark pricing to         of our customers leading to                   group in 2011 increased 18%
      on the steel pricing has been         quarterly and lately even spot      more pronounced stocking and                  compared with 2010, following the
      significantly increased.This is due    pricing. As customers anticipate    destocking cycles, which again                increase in key raw material prices.
      to a sharp increase in the absolute   changes in raw material costs       affect steel prices.
      value of raw material prices, but     feeding into steel prices, this
      also due to a changing pricing        raw material price volatility



44
Overview
                                                                                                                                                                                            Our business
                                                                                                                                                                                            Sustainability
Iron ore production
(million tonnes)




    2011                                                                                                                           54.1                       11.1 65.2 5
    2010                                                                                                              48.9                                            19.6 68.55




                                                                                                                                                                                            Performance
    2009                                                                                 37.7                                     15.0 52.7 5

       Total own mines2          Total strategic long-term contracts3,4

ArcelorMittal sources significant                   supplies of ArcelorMittal. We are                  In 2012, the company is                          ArcelorMittal had own
portions of its iron ore needs from                also expanding capacity of existing                targeting an increase of                         iron ore production of
its own mines in Kazakhstan,                       mines in Canada, Liberia and                       approximately 10% in its                         54.1 million tonnes
Ukraine, Bosnia and Herzegovina,                   Brazil. Several of our steel plants                iron ore production,                             in 2011, an increase




                                                                                                                                                                                            Governance
Algeria, Canada, the United States,                also have in place off-take                        compared with 2011.                              of 11%, compared with
Mexico and Brazil. During 2011,                    arrangements with mineral                                                                           48.9 million tonnes in 2010.
the company’s iron ore mining                      suppliers located near its
complex in Liberia became                          production facilities, some of
operational and contributed to the                 which are considered strategic
                                                   long-term contracts.




                                                                                                                                                                                            Financial statements
Coal production
(million tonnes)


    2011                                                                                                                                                     8.3        0.6 8.9
    2010                                                                                                                            7.0     0.4 7.4
    2009                                                                                                                              7.1      0.5 7.6

       Total own mines            Total strategic long-term contracts6,7

As with iron ore, ArcelorMittal                    States. Our mines in Kazakhstan                    Temirtau, while our mines in Russia ArcelorMittal had own coking
sources a percentage of its coking                 supply substantially all the                       and the US supply other steel plants coal production of 8.3 million
coal from its own coal mines in                    requirements for steelmaking                       within the group.                    tonnes in 2011, an increase of
Kazakhstan, Russia and the United                  operations at ArcelorMittal                                                             19%, compared with 7.0 million
                                                                                                                                           tonnes in 2010.




1   Average steel selling prices are calculated as steel sales divided by steel shipments.        4   Includes purchases made under the July 2010 interim agreement with Kumba,
    Steel sales exclude sales of coke, coal, direct reduced iron, pig iron, hot metal, slag,          South Africa.
    by-products, energy, etc.                                                                     5   Total of all finished production of fines, concentrate, pellets and lumps (includes
2   North America: includes ArcelorMittal’s share of production from Hibbing (US, 62.30%)             ArcelorMittal’s shares of production of less than wholly-owned mines and strategic
    and Peña Colorada (Mexico, 50%).                                                                  long-term contracts).
                                                                                                                                                                                                  ArcelorMittal Annual Report 2011




3   North America: consists of long-term supply contracts with Cliffs Natural Resources Inc.      6   North America: strategic agreement – prices on a cost-plus basis.
    (‘Cliffs’). On April 8, 2011, ArcelorMittal announced that it had reached a negotiated        7   Africa: long-term lease – prices on a cost-plus basis.
    settlement with Cliffs regarding all pending contract disputes related to the procurement
    of iron ore pellets for certain facilities in the US. As part of the settlement, Cliffs and
    ArcelorMittal agreed to specific pricing levels for 2009 and 2010 pellet sales and related
    volumes and, beginning in 2011, agreed to replace the previous pricing mechanism in one
    of the parties’ two iron ore supply agreements with a world market-based pricing
    mechanism. Accordingly, beginning first quarter of 2011, this excludes the long-term
    supply contract for which the market-based pricing mechanism was reached.




                                                                                                                                                                                            45
Financial review


                                               ArcelorMittal reports           Sales, steel shipments,                  increase from sales of $40.4 billion
                                                                               average steel selling prices             in the second half of 2010,
                                               its operations in six           and mining production                    primarily driven by higher average
                                               segments: Flat Carbon           The table opposite provides a            steel selling prices as well as higher
                                               Americas, Flat Carbon           summary of ArcelorMittal’s sales,        sales of mining products.
                                               Europe, Long Carbon             steel shipments, average steel
                                                                               selling prices and mining production     ArcelorMittal had steel shipments
                                               Americas and Europe,            by reportable segment for the year       of 85.8 million tonnes for the
                                               Asia, Africa and CIS            ended December 31, 2011,                 year ended December 31, 2011,
                                               (AACIS), Distribution           compared with the year ended             representing an increase of
                                               Solutions and Mining.           December 31, 2010.                       1% from steel shipments of
                                                                                                                        85.0 million tonnes for the year
                                               The information in this         ArcelorMittal had sales of $94.0         ended December 31, 2010.
                                               section relates to the year     billion for the year ended               Average steel selling price for the
                                               ended December 31, 2011,        December 31, 2011, representing          year ended December 31, 2011
                                               compared with the year          an increase of 20% from sales of         increased 18% compared with the
                                                                               $78.0 billion for the year ended         year ended December 31, 2010
                                               ended December 31, 2010.        December 31, 2010. In the first           following the increase in key raw
                                                                               half of 2011, sales of $47.3 billion     material prices. Average steel
                                                                               represented a 26% increase from          selling price in the first half of 2011
                                                                               sales of $37.6 billion in the first       was up 23% from the same period
                                                                               half of 2010, due to a strong rise in    in 2010, while average steel selling
                                                                               steel prices and a more modest rise      price in the second half of the year
                                                                               in steel shipments, resulting from       was up 13% from the same period
                                                                               the global economic recovery and         in 2010 (notwithstanding a 6%
                                                                               improved steel demand compared           decrease in average steel selling
                                                                               with the same period a year earlier.     price in the fourth quarter of 2011
                                                                               In the second half of 2011, sales of     compared with the third quarter
                                                                               $46.7 billion represented a 15%          of 2011).




                                                                                                                         Flat Carbon Americas
                                               Sales to external customers                                               performance
                                               by segment year ended December 31, 2011




                                                                                                                         +19%
                                                                                                                          Increase in sales for Flat
                                                                                                                          Carbon Americas in 2011,
                                                                                                                          as compared with the year
                                                                                                                          ended December 31, 2010

     ArcelorMittal Temirtau
     During 2011, ArcelorMittal Termirtau
     renovated the aspiration system at
     blast furnace no. 4 and installed two
     new electric filters, which replaced
     the old multi-cyclone dust collectors.
     The project eliminated fugitive
     emissions at the cast house, with
     dust concentration in emissions falling
     to under 50 mg/m3 (from around
     140 mg/m3). The project budget
     was $10.3 million.
     A closed-circuit cooling system was
                                               Segment                                                      $ billion
     also introduced for coke gas. Prior          Flat Carbon Americas                                        21.0
     to this project, contaminated water          Flat Carbon Europe                                          31.1
     was cooled in open cooling towers,
     which resulted in permanent air
                                                  Long Carbon                                                 25.2
     emission of toxic substances. Now            AACIS                                                       10.8
     the water is cooled in a closed-circuit      Distribution Solutions                                      19.1
     heat-exchange unit, which eliminates
     all emissions of about 300 tonnes of
                                                  Mining                                                       6.3
     contaminants a year. The budget for
     this project was $3.4 million.




46
Overview
ArcelorMittal had own iron ore                     Total steel shipments were 22.2                      Flat Carbon Europe                               12.6 million tonnes, down 4%




                                                                                                                                                                                                           Our business
production of 54.1 million tonnes                  million tonnes for the year ended                    Sales in the Flat Carbon Europe                  from the same period in 2010.
for the year ended December 31,                    December 31, 2011, an increase                       segment were $31.1 billion for the               The decrease in the second half
2011, an increase of 11%                           of 6% from steel shipments for the                   year ended December 31, 2011,                    of 2011 resulted in particular
compared with 48.9 million tonnes                  year ended December 31, 2010.                        representing an increase of 22%                  from market weakening and
for the year ended December 31,                    Shipments were 11.1 million tonnes                   compared with $25.6 billion for the              strong destocking activity in
2010. ArcelorMittal had own                        in the first half of 2011, up 4%                      year ended December 31, 2010.                    the fourth quarter.
coking coal production of 8.3                      from the same period in 2010,                        The increase was primarily due to
million tonnes for the year ended                  while shipments in the second                        a 20% increase in average steel                  Average steel selling price




                                                                                                                                                                                                           Sustainability
December 31, 2011, an increase                     half of the year were 11.2 million                   selling price, while steel shipments             increased 20% for the year ended
of 20% compared with 7.0 million                   tonnes, up 7% from the same                          decreased by 1%. Sales in the first               December 31, 2011 compared
tonnes for the year ended                          period in 2010. Shipments                            half of 2011 were $16.4 billion, up              with the year ended December 31,
December 31, 2010.                                 nonetheless declined in the                          31% from the same period in                      2010. Average steel selling price
                                                   fourth quarter of 2011 compared                      2010, and in the second half of the              in the first half of 2011 was up
Flat Carbon Americas                               with the third quarter of 2011.                      year sales were $14.7 billion, up                27% from the same period in
Sales in the Flat Carbon Americas                                                                       12% from the same period in 2010.                2010, while average steel selling
segment were $21.0 billion for the                 Average steel selling price                                                                           price in the second half of the




                                                                                                                                                                                                           Performance
year ended December 31, 2011,                      increased 14% for the year ended                     Total steel shipments reached                    year was up 12% from the same
representing an increase of 19%                    December 31, 2011 compared                           27.1 million tonnes for the year                 period in 2010 (notwithstanding
compared with $17.7 billion for the                with the year ended December 31,                     ended December 31, 2011, a                       a 7% decrease in average selling
year ended December 31, 2010.                      2010. Average steel selling price in                 decrease of 1% from steel                        price in the fourth quarter of 2011
Sales increased primarily due to a                 the first half of 2011 was up 17%                     shipments for the year ended                     compared with the third quarter
6% increase in steel shipments and                 from the same period in 2010,                        December 31, 2010. Shipments                     of 2011).
a 14% increase in average steel                    while average steel selling price in                 were 14.6 million tonnes in the first
selling price. Sales in the first half of           the second half of the year was up                   half of 2011, up 1% from the same




                                                                                                                                                                                                           Governance
2011 were $10.5 billion, up 21%                    12% from the same period in 2010                     period in 2010, while shipments in
from the same period in 2010, and                  (notwithstanding a 5% decrease in                    the second half of the year were
in the second half of the year sales               average selling price in the fourth
were also $10.5 billion, up 17%                    quarter of 2011 compared with
from the same period in 2010.                      the third quarter of 2011).




                                                                                                                                                                                                           Financial statements
                                                               Sales for the year                              Steel shipments for the year
                                                             ended December 311                                   ended December 311
                                                                                                                                                          Changes in           Steel
                                                                2010                     2011                        2010                     2011             sales      shipments      Average steel
Segment                                                      ($ million)              ($ million)         (thousand tonnes)        (thousand tonnes)             (%)             (%)   selling price (%)
Flat Carbon Americas                                        17,684                  21,035                      21,028                    22,249                19               6                14
Flat Carbon Europe                                         25,550                   31,062                      27,510                     27,123               22              (1)               20
Long Carbon Americas and Europe                             21,315                   25,165                     23,148                    23,869                18               3                17
AACIS                                                        9,706                  10,779                     13,266                      12,516               11              (6)               21
Distribution Solutions2                                     15,744                  19,055                      18,173                    18,360                21               1                19
Mining                                                       4,380                    6,268                        N/A                        N/A               43             N/A               N/A
Total                                                      78,025                   93,973                     84,952                     85,757                20               1                18


                                                                                                                                                         Year ended                     Year ended
Mining shipments (million tonnes)3                                                                                                                December 31, 2011              December 31, 2010
Total iron ore shipments4                                                                                                                                     51.6                              46.7
Iron ore shipped externally and internally at market price5                                                                                                   28.0                              25.2
Iron ore shipped internally at cost-plus5                                                                                                                     23.6                              21.6
Total coal shipments6                                                                                                                                          8.2                               6.6
Coal shipped externally and internally at market price5                                                                                                        4.9                               3.4
Coal shipped internally at cost-plus5                                                                                                                          3.3                               3.2
1   Amounts are prior to inter-segment eliminations except for total.                               4   Total of all finished products of fines, concentrate, pellets and lumps and includes shipped
2   Distribution Solutions shipments are eliminated in consolidation as they primarily                  externally and internally at market price as well as shipped internally at cost-plus basis.
    represent shipments originating from other ArcelorMittal operating subsidiaries.                5   Market-priced tonnes represent amounts of iron ore and coal from ArcelorMittal mines
                                                                                                                                                                                                                 ArcelorMittal Annual Report 2011




3   There are three categories of sales: (1) ‘External sales’: mined product sold to third              that could practically be sold to third parties. Market-priced tonnes that are not sold to
    parties at market price; (2) ‘Market-priced tonnes’: internal sales of mined product to             third parties are transferred from the Mining segment to the company’s steel producing
    ArcelorMittal facilities at prevailing market prices; (3) ‘Cost-plus tonnes’: internal sales        segments at the prevailing market price. Shipments of raw materials that do not
    of mined product to ArcelorMittal facilities on a cost-plus basis. The determinant of               constitute market-priced tonnes are transferred internally on a cost-plus basis.
    whether internal sales are transferred at market price or cost-plus is whether or not           6   Total of all finished products of coal and includes those shipped externally and internally
    the raw material could practically be sold to third parties (i.e. there is a potential market       at market price as well as those shipped internally on a cost-plus basis.
    for the product and logistics exist to access that market).




                                                                                                                                                                                                           47
Financial review

     continued

                                              Long Carbon Americas                   same period in 2010, while             AACIS
                                              and Europe                             shipments in the second half of        In the AACIS segment, sales were
                                              In the Long Carbon Americas and        the year were 11.8 million tonnes,     $10.8 billion for the year ended
                                              Europe segment, sales were             up 3% from same period in 2010.        December 31, 2011, representing
                                              $25.2 billion for the year ended       Steel shipments nonetheless            an increase of 11% from sales of
                                              December 31, 2011, representing        decreased in the fourth quarter        $9.7 billion for the year ended
                                              an increase of 18% from sales of       of 2011 compared with the third        December 31, 2010. The increase
                                              $21.3 billion for the year ended       quarter, particularly due to the       was primarily due to a 21%
                                              December 31, 2010. The increase        summer holiday period in Brazil        increase in average selling price.
                                              was primarily due to a 17%             and lower demand in North              Sales in the first half of 2011 were
                                              increase in average steel selling      America and Europe.                    $5.4 billion, up 17% from the same
                                              price along with a 3% increase in                                             period in 2010, while sales in the
                                              steel shipments. Sales in the first     Average steel selling price            second half of the year were
                                              half of 2011 were $12.6 billion,       increased 17% for the year ended       $5.4 billion, up 6% from the same
                                              up 23% from the same period in         December 31, 2011 compared             period in 2010.
                                              2010, while sales in the second        with the year ended December 31,
                                              half of the year were $12.6 billion,   2010. Average steel selling price in   Total steel shipments reached
                                              up 14% from the same period            the first half of 2011 was up 22%       12.5 million tonnes for the year
                                              in 2010.                               from the same period in 2010,          ended December 31, 2011, a
                                                                                     while average steel selling price in   decrease of 6% from steel
                                              Total steel shipments reached          the second half of the year was up     shipments for the year ended
                                              23.9 million tonnes for the year       12% from the same period in 2010       December 31, 2010. Shipments
                                              ended December 31, 2011,               (notwithstanding a 6% decrease in      were 6.4 million tonnes in the first
                                              an increase of 3% from steel           average selling price in the fourth    half of 2011, down 3% from the
                                              shipments for the year ended           quarter of 2011 compared with          same period in 2010, while
                                              December 31, 2010. Shipments           the third quarter of 2011).            shipments in the second half of the
                                              were 12.0 million tonnes in the                                               year were 6.1 million tonnes, down
                                              first half of 2011, up 3% from the                                             9% from the same period in 2010,
                                                                                                                            due primarily to operational issues
                                                                                                                            at ArcelorMittal South Africa and
                                                                                                                            ArcelorMittal Kryviy Rih.




     Road and rail safety in Liberia
     ArcelorMittal’s iron ore mining
     operations began in September 2011
     in Nimba County, North East Liberia.
     One of the most important
     preparations for this activity has
     been to upgrade local transport
     infrastructure that had been severely
     neglected during 14 years of civil war
     and upheaval. Rehabilitation of the
     240km railway and service road that
     connects the mine in Yekepa to the
     port of Buchanan was done in close
     collaboration with the local
     communities along these routes.
     Many local residents and especially
     children have never seen the railway
     in operation, so a key element of the
     activity has been a high-profile road
     and rail safety campaign.
     Right Vitória, Brazil




48
Overview
                                                                                                                                                                                     Our business
Average steel selling price increased             average steel selling price in the                     ArcelorMittal’s operating income
21% for the year ended December                   second half of the year was up                         for the year ended December 31,         Long Carbon
31, 2011 compared with the year                   14% from the same period in 2010                       2011 was $4.9 billion, compared         performance
ended December 31, 2010.                          (notwithstanding a 6% decrease in                      with an operating income of $3.6




                                                                                                                                                 +18%
Average steel selling price in the                average selling price in the fourth                    billion for the year ended December
first half of 2011 was up 24% from                 quarter of 2011 compared with                          31, 2010. The rise in operating
the same period in 2010, while                    the third quarter of 2011).                            income in 2011 was primarily
average steel selling price in the                                                                       driven by a profitability improvement
                                                  Mining




                                                                                                                                                                                     Sustainability
second half of the year was up                                                                           in Flat Carbon Americas and the
19% from the same period in 2010                  In the Mining segment, sales                           Mining segment.
(notwithstanding an 8% decrease                   were $6.3 billion for the year ended
in average selling price in the fourth            December 31, 2011, representing     Operating income was higher in                             Increase in sales for Long Carbon
quarter of 2011 compared with the                 an increase of 43% from sales of    the first half of 2011 than in the                          Americas and Europe in 2011,
third quarter of 2011).                           $4.4 billion for the year ended     second half of the year, due mainly                        compared with the year ended
                                                  December 31, 2010. The increase     to a price-cost squeeze in the                             December 31, 2010
Distribution Solutions                            was primarily due to higher selling second half resulting from an




                                                                                                                                                                                     Performance
In the Distribution Solutions                     prices of iron ore and coal in line overhang of high-cost raw material
segment, sales were $19.1 billion                                                     inventories from the first half of the
                                                  with increase in international prices,
for the year ended December 31,                   as well as higher shipments from    year and a time lag in passing along
2011, representing an increase of                 own mines for both iron ore and     increases in costs to customers.
21% from sales of $15.7 billion                   coal. Sales in the first half of 2011Cost of sales consists primarily
for the year ended December 31,                   were $2.8 billion, up 41% from the  of purchases of raw materials
2010. The increase was primarily                  same period in 2010, while sales    necessary for steelmaking (iron
due to a 19% increase in average                  in the second half of the year were ore, coke and coking coal, scrap




                                                                                                                                                                                     Governance
steel selling price. Sales in the first            $3.5 billion, up 45% from the same  and alloys), electricity, repair and
half of 2011 were $9.3 billion, up                period in 2010.                     maintenance costs, as well as direct
24% from the same period in                                                           labor costs. Cost of sales for the
2010, while sales in the second half              Total iron ore shipments were       year ended December 31, 2011
of the year were $9.8 billion, up                 51.6 million tonnes for the year    was $85.5 billion compared with
18% from the same period in 2010.                 ended December 31, 2011,            $71.1 billion for the year ended
                                                  representing an increase of 10%     December 31, 2010. The increase
Total steel shipments reached 18.4                from 46.7 million tonnes for the    was primarily due to higher prices




                                                                                                                                                                                     Financial statements
million tonnes for the year ended                 year ended December 31, 2010.       of raw materials in 2011, in
December 31, 2011, an increase                    Marketable iron ore shipments       particular iron ore and coal. Selling,
of 1% from steel shipments for the                were 28 million tonnes for the      general and administrative expenses
year ended December 31, 2010.                     year ended December 31, 2011,       (‘SG&A’) for the year ended
Shipments were 8.8 million tonnes                 representing an increase of 11%     December 31, 2011 were
in the first half of 2011, down 2%                 from 25.2 million tonnes for the    $3.6 billion compared with
from the same period in 2010,                     year ended December 31, 2010.       $3.3 billion for the year ended
while shipments in the second half                                                    December 31, 2010. SG&A
of the year were 9.6 million tonnes,              Operating income (loss)             represented 3.8% of sales for the
up 4% from the same period                        The table below provides a summary year ended December 31, 2011
in 2010.                                          of operating income (loss) and      compared with 4.3% for the year
                                                  operating margin of ArcelorMittal   ended December 31, 2010. This
Average steel selling price increased             for the year ended December 31,     reduction resulted from higher sales
19% for the year ended December                   2011, compared with operating       in 2011 compared with 2010.
31, 2011 compared with the year                   income and operating margin for the
ended December 31, 2010.                          year ended December 31, 2010.
Average steel selling price in the
first half of 2011 was up 26% from
the same period in 2010, while
                                                                                                                                                                                           ArcelorMittal Annual Report 2011




                                                                    Operating income (loss)
                                                                   year ended December 31                             Operating margin
                                                                      2010                    2011                   2010                2011
Segment1                                                          ($ million)              ($ million)                 (%)                 (%)
Flat Carbon Americas                                                691                     1,198                      4                   6
Flat Carbon Europe                                                  534                      (324)                     2                  (1)
Long Carbon Americas and Europe                                   1,004                       646                      5                   3
AACIS                                                               680                       721                      7                   7
Distribution Solutions                                              164                        52                      1                   –
Mining                                                            1,624                     2,568                     37                  41
1   Amounts are prior to inter-segment eliminations and include non-steel sales.




                                                                                                                                                                                     49
Financial review

     continued

                                       Operating income for the year            Flat Carbon Americas                    (the proceeds of which will be
                                       ended December 31, 2011                  Operating income for the Flat           re-invested in energy saving
                                       included impairment losses of            Carbon Americas segment                 projects) and a non-cash gain of
                                       $331 million, which compared with        amounted to $1.2 billion for the        $600 million relating to unwinding
                                       impairment losses of $525 million        year ended December 31, 2011,           of hedges on raw material
                                       for the year ended December 31,          compared with operating income          purchases. Operating income for
                                       2010. These impairment losses            of $0.7 billion for the year ended      the year ended December 31,
                                       included a charge of $178 million        December 31, 2010. The rise in          2010 had been negatively
                                       for the Long Carbon segment, of          operating income in 2011 generally      impacted by impairment losses
                                       which $151 million related to the        reflected higher steel shipments         of $78 million primarily relating to
                                       extended idling of the ArcelorMittal     and a higher average steel selling      idled downstream assets, offset by
                                       Madrid electric arc furnace and a        price, which were positively            a net gain of $140 million recorded
                                       charge of $141 million related to        impacted by product mix                 on the sale of carbon dioxide credits
                                       various idled facilities in the Flat     improvement. Operating income           and a non-cash gain of $354 million
                                       Carbon Europe segment, including         for the segment amounted to             relating to unwinding of hedges on
                                       $85 million for the primary facilities   $0.2 billion for the second half of     raw material purchases.
                                       of ArcelorMittal Liège Upstream,         the year, compared with $1.0 billion
                                       Belgium in connection with its           in the first half. The decrease in       In addition, operating income
                                       intended closure. In determining         operating income in the second half     for the year ended December 31,
                                       these expenses, the company took         of 2011 reflected the effect of a        2011 (in particular in the second
                                       into account permanently idled           price-cost squeeze, especially in the   half of 2011) was negatively
      AACIS performance                assets, and with respect to other        fourth quarter in which operating       impacted by restructuring costs
                                       assets, analyzed the recoverable         income decreased substantially,         associated with the implementation




      +11%
                                       amount of these facilities based on      driven primarily by a 5% decrease       of the Asset Optimization Plan,
                                       their value in use and determined        in average selling price compared       totaling $143 million, primarily
                                       that the recoverable amount from         with the third quarter of 2011.         relating to Spanish entities.
                                       these facilities was less than their
                                       carrying amount.                         Flat Carbon Europe                      Long Carbon Americas
      Increase in sales for AACIS in                                            Operating loss for the Flat Carbon      and Europe
      2011, compared with the year     Operating income for the year            Europe segment for the year             Operating income for the Long
      ended December 31, 2010          ended December 31, 2011 was              ended December 31, 2011 was             Carbon Americas and Europe
                                       positively impacted by a net gain        $0.3 billion compared with              segment for the year ended
                                       of $93 million recorded on the           operating income of $0.5 billion        December 31, 2011 was
                                       sale of carbon dioxide credits           for the year ended December 31,         $0.6 billion compared with
                                       (the proceeds of which will be           2010. The decrease in operating         $1.0 billion for the year ended
                                       re-invested in energy saving             income in 2011 reflected the effect      December 31, 2010. The decrease
                                       projects), a non-cash gain of            of a significant price-cost squeeze      in operating income in 2011
                                       $600 million relating to unwinding       and lower steel shipments primarily     generally reflected the effect of a
                                       of hedges on raw material                in the second half of 2011, as          price-cost squeeze primarily from
                                       purchases and $104 million               customers destocked and then            South American operations and
                                       related to the reversal of provisions    adopted a ‘wait and see’ attitude       particularly in the second half of
                                       for litigation. Operating income for     in light of market conditions and       the year. Operating income for the
                                       the year ended December 31,              macro-economic uncertainty.             segment amounted to $0.1 billion
                                       2010 had been positively impacted        Operating loss for the segment          for the second half of the year,
                                       by a gain of $140 million recorded       amounted to $0.7 billion for the        compared with $0.6 billion in the
                                       on the sale of carbon dioxide credits    second half of the year, compared       first half of the year, primarily
                                       and a non-cash gain of $354 million      with operating income of                driven by lower steel shipment
                                       relating to unwinding of hedges          $0.4 billion in the first half of the    volumes and lower average
                                       on raw material purchases.               year, primarily driven by lower steel   selling price.
                                                                                shipment volumes and a significant
                                       Operating income for the year            price-cost squeeze.                     Operating income for the year
                                       ended December 31, 2011                                                          ended December 31, 2011
                                       was negatively impacted by               Operating income for the year           (in particular in the second half of
                                       restructuring costs associated with      ended December 31, 2011                 2011) was negatively impacted by
                                       the implementation of the Asset          (in particular in the second half of    impairment losses of $178 million
                                       Optimization Plan, totaling $219         2011) was negatively impacted by        of which $151 million related to the
                                       million, primarily affecting Flat        impairment losses of $141 million       extended idling of the ArcelorMittal
                                       Carbon Europe and Long Carbon            relating to various idled facilities    Madrid electric arc furnace.
                                       Europe operations, as well as various    (including $85 million for the
                                       Distribution Solutions entities.         primary facilities of ArcelorMittal     In addition, operating income
                                                                                Liège Upstream, Belgium). These         for the year ended December 31,
                                                                                charges were offset by a gain of        2011 was negatively impacted by
                                                                                $93 million recorded on the sale        restructuring costs associated with
                                                                                of carbon dioxide credits               the implementation of the Asset
                                                                                                                        Optimization Plan, totaling
                                                                                                                        $37 million.




50
Overview
AACIS                                   income of $1.6 billion for the year     obligations and other long-term      Standards (‘IFRS’), with certain




                                                                                                                                                             Our business
Operating income for the AACIS          ended December 31, 2010. The            liabilities). Net financing costs     components of the contracts
segment for the year ended              rise in operating income in 2011        were 29% higher for the year         being embedded derivatives in
December 31, 2011 remained flat          generally reflected higher iron          ended December 31, 2011,             accordance with IAS 39 and
at $0.7 billion, compared with the      ore and coal prices and higher          at $2.8 billion, compared with       requiring, at each reporting period,
year ended December 31, 2010.           shipments from own mines for            $2.2 billion for the year ended      changes in the fair value of the
Operating income in 2011 was            both iron ore and coal. Operating       December 31, 2010.                   embedded derivatives (recorded
positively affected by higher           income for the segment amounted                                              at $597 million at inception) to
average steel selling prices, offset    to $1.4 billion for the second half     Net interest expense (interest       be recorded in the consolidated




                                                                                                                                                             Sustainability
by lower steel shipments primarily      of the year, compared with              expense less interest income)        statements of operations, resulting
driven by loss of production at         $1.2 billion in the first half. The      was $1.8 billion for the year ended in gains or losses depending on
South African and Ukrainian             increase in the second half of 2011     December 31, 2011 compared           marking to market. In October
operations due to operational           was primarily driven by higher iron     with $1.4 billion for the year ended 2009 and December 2010,
issues. Operating income for the        ore shipments from own mines,           December 31, 2010. Interest          respectively, the company waived
segment amounted to $0.3 billion        tempered in the fourth quarter          expense increased to $1.9 billion    the cash settlement option with
for the second half of the year,        by lower average selling prices         for the year ended December 31,      respect to its $800 million US
compared with $0.5 billion in the       following the change to the             2011, compared with interest         dollar-denominated convertible




                                                                                                                                                             Performance
first half. The decrease in operating    seaborne benchmarking pricing           expense of $1.6 billion for the      bonds and undertook hedging
income in the second half of 2011       system impacting a substantial          year ended December 31, 2010,        transactions with respect to its
reflected primarily lower shipments      proportion of marketable volumes        primarily due to the higher level of euro-denominated convertible
for ArcelorMittal South Africa due      compared with the third quarter         borrowing and the higher cost of     bonds, each of which actions
to loss of production following         of 2011.                                bond financing compared to bank       had the effect of offsetting the
operational issues as well as                                                   loans. Interest income for the year mark-to-market adjustments
seasonality effects.                    Operating income for the year           ended December 31, 2011              on such bonds. As a result, no
                                        ended December 31, 2010 had             amounted to $0.1 billion, the        additional mark-to-market gains




                                                                                                                                                             Governance
Distribution Solutions                  been negatively impacted by             same as the year ended               or losses on the convertible bonds
Operating income for the                impairment losses of $305 million       December 31, 2010.                   issued in April/May 2009 were
Distribution Solutions segment          relating to the company’s coal                                               recorded in 2011 or are expected
for the year ended December 31,         mines in Russia (including the          Foreign exchange and other net       going forward. The company’s
2011 was $0.1 billion, compared         disposal of the Anzherskaya mine).      financing costs (which include        call option on the mandatory
with operating income of                                                        bank fees, interest on pensions      convertible bond issued in
$0.2 billion for the year ended         Income from investment in               and impairments of financial          December 2009 remains subject
December 31, 2010. The decrease         associates and joint ventures           instruments) were $1 billion for     to mark-to-market adjustments.




                                                                                                                                                             Financial statements
in operating income in 2011             ArcelorMittal recorded income           the year ended December 31,
generally reflected the effect           of $0.6 billion from investments        2011 compared with $1.2 billion      Loss related to the fair value
of a price-cost squeeze in the          in associates and joint ventures        for the year ended December 31,      of freight, commodity and
distribution business. Operating loss   for the year ended December 31,         2010, reflecting primarily foreign    other non-foreign exchange and
for the segment amounted to             2011, compared with income from         exchange impacts (in particular,     interest rate-related derivative
$0.1 billion for the second half of     investments in associates and joint     the impact of dollar appreciation    instruments not qualifying for
the year, compared with operating       ventures of $0.5 billion for the year   and depreciation on euro-            hedge accounting, amounted to
income of $0.2 billion in the first      ended December 31, 2010.                denominated debt).                   $10 million for the year ended
half of 2011, primarily reflecting       Income for the year ended                                                    December 31, 2011, compared
significant price-cost squeeze.          December 31, 2011 included an           Mark-to-market adjustments on        with a gain of $43 million for the
                                        impairment loss of $107 million,        the call option of the mandatory     year ended December 31, 2010.
Operating income for the year           reflecting the reduction of the          convertible bonds for the year
ended December 31, 2010 had             carrying amount of the investment       ended December 31, 2011 were         Income tax expense (benefit)
been negatively impacted by             in Macarthur Coal to the net            a gain of $42 million, compared      ArcelorMittal recorded a
impairment losses of $113 million       proceeds from the sale, as a result     with a gain of $0.4 billion for the  consolidated income tax expense
relating to impairment on certain       of the company’s withdrawal from        year ended December 31, 2010.        of $0.9 billion for the year ended
subsidiaries, primarily reflecting       the joint venture with Peabody          The 2011 effect related to the       December 31, 2011, compared
the weak construction market.           Energy to acquire ownership of          company’s mandatory convertible with a consolidated income tax
                                        Macarthur Coal.                         bond while the 2010 effect related benefit of $1.5 billion for the year
Operating income for the year                                                   to convertible bonds issued by the ended December 31, 2010. The
ended December 31, 2011                 Financing costs-net                     company in the spring of 2009.       higher income tax of $0.9 billion for
was negatively impacted by              Net financing costs include net          On April 1, 2009 and May 6, 2009, full year 2011 was primarily due to
restructuring costs associated          interest expense, revaluation of        the company issued approximately lower recognition of deferred
with the implementation of the          financial instruments, net foreign       $2.5 billion of bonds convertible    tax assets following dividend
                                                                                                                                                                   ArcelorMittal Annual Report 2011




Asset Optimization Plan, totaling       exchange income/expense                 into its shares (€1.25 billion       upstreaming preventing interest
$40 million across various entities.    (i.e. the net effects of transactions   euro-denominated convertible         deductibility in Luxembourg, partial
                                        in a foreign currency other than the    bonds due 2014 (OCEANEs)             reversal of deferred tax assets in
Mining                                  functional currency of a subsidiary)    and $800 million US dollar-          our Belgian operations triggered by
Operating income for the Mining         and other net financing costs            denominated convertible bonds due changes in local tax law and partial
segment for the year ended              (which mainly include bank fees,        2014), which were determined to reversal of deferred tax assets in
December 31, 2011 was $2.6              accretion of defined benefit              be hybrid instruments as defined by Spain imposed by time limitations
billion, compared with operating                                                International Financial Reporting




                                                                                                                                                                51
Financial review

     continued

                                                   for utilization of tax losses. For   The statutory income tax expense          shareholders in the first quarter
                                                   additional information related       (benefit) and the statutory income         of 2011) for the year ended
                                                   to ArcelorMittal’s income taxes,     tax rates of the countries that           December 31, 2011 amounted to
                                                   see Note 19 to ArcelorMittal’s       most significantly resulted in the         $461 million, including $42 million
                                                   consolidated financial statements.    tax expense (benefit) at statutory         of the post-tax net results
                                                                                        rate for each of the years ended          contributed by the stainless steel
                                                   ArcelorMittal’s consolidated income December 31, 2010 and 2011                 business prior to the completion
                                                   tax expense (benefit) is affected by are set forth below.                       of the spin-off on January 25,
                                                   the income tax laws and regulations                                            2011. The balance of $419 million
                                                   in effect in the various countries   Non-controlling interest                  represents a one-time income
                                                   in which it operates and on the      Net loss attributable to non-             from the recognition through
                                                   pre-tax results of its subsidiaries  controlling interests was $4 million      the consolidated statements of
                                                   in each of these countries, which    for the year ended December 31,           operations of gains/losses relating
                                                   can vary from year to year.          2011, compared with net income            to the demerged assets previously
                                                   ArcelorMittal operates in            attributable to non-controlling           recognized in equity.
                                                   jurisdictions, mainly in Eastern     interests of $89 million for the year
                                                   Europe and Asia, that have a         ended December 31, 2010. The              Net income attributable to
                                                   structurally lower corporate income decrease relates to lower income in        equity holders of the parent
                                                   tax rate than the statutory tax rate subsidiaries with non-controlling         ArcelorMittal’s net income
                                                   as in effect in Luxembourg (28.8%), interests, particularly ArcelorMittal      attributable to equity holders
                                                   and enjoys, mainly in Western        South Africa, due to the weakening        of the parent for the year ended
                                                   Europe, structural (permanent) tax of market conditions in 2011.               December 31, 2011 decreased
                                                   advantages such as notional interest                                           to $2.3 billion from net income
                                                   deduction and tax credits. The       Discontinued operations                   attributable to equity holders of
                                                   income reported through the          Net income from discontinued              $2.9 billion for the year ended
                                                   company’s finance centers located operations (i.e. the company’s                December 31, 2010, for the
                                                   principally in Belgium and Dubai is  stainless steel business, which was       reasons discussed above.
                                                   not taxable.                         spun-off into a separate company,
                                                                                        Aperam, whose shares were
                                                                                        distributed to ArcelorMittal


                                                                                                                 2010                                 2011
                                                                                                                          Statutory                             Statutory
                                                                                                         Statutory      income tax            Statutory       income tax
                                                                                                       income tax              rate         income tax               rate
                                                   United States                                           (191)        35.00%                   116         35.00%
                                                   Argentina                                                  46        35.00%                     30        35.00%
                                                   France                                                     52        34.43%                  (141)        34.43%
                                                   Brazil                                                   270         34.00%                    (15)       34.00%
                                                   Belgium                                                  817         33.99%                   617         33.99%
                                                   Germany                                                  (66)        30.30%                 (136)         30.30%
                                                   Spain                                                   (190)        30.00%                 (261)         30.00%
                                                   Luxembourg                                            (2,249)        28.80%                 (534)         28.80%
                                                   Mexico                                                     49        28.00%                   110         28.00%
                                                   South Africa                                               62        28.00%                      9        28.00%
                                                   Canada                                                   127         26.90%                   259         26.90%
                                                   Algeria                                                  (29)        25.00%                   (26)        25.00%
     Courageous leadership
     The concept of ‘courageous leadership’
                                                   Russia                                                    (43)       20.00%                      7        20.00%
     is being introduced through a series          Kazakhstan                                                 55        20.00%                   114         20.00%
     of workshops, training sessions               Czech Republic                                             30        19.00%                      2        19.00%
     and ongoing communications programs           Poland                                                      6        19.00%                     (4)       19.00%
     throughout the many ArcelorMittal
     Mining sites around the world.                Romania                                                   (21)       16.00%                   (29)        16.00%
     At its core is a belief that courageous       Ukraine                                                    12        16.00%                     28        16.00%
     leadership – standing up and speaking         Dubai                                                       –         0.00%                      –         0.00%
     out about a potentially dangerous
     situation – can play a major role             Others                                                    (47)                              (113)
     in safeguarding employees and                 Total                                                (1,310)                                    33
     contractors at our mines and plants.
     During 2011, we introduced
     employees to courageous leadership
     in Brazil, West Virginia, US, ArcelorMittal
     Mines Canada and Kuzbass, Russia.
     In 2012 they are in turn passing
     down their knowledge to their
     team members.
     Opposite Liberia




52
Overview
                                         Our business
Safety for the people of Liberia




                                         Sustainability
Marcus Wleh, corporate responsibility
manager for ArcelorMittal Liberia
commented: “In April 2011, we launched
a new community safety program,
blending international best practice




                                         Performance
with local solutions to ensure that
community safety is not compromised
by ArcelorMittal operations.”

Going forward, the program aims
to build on the successes of
ArcelorMittal’s road and rail safety




                                         Governance
campaign. Public awareness will be
increased through the use of radio
and street theatre, and the support
of safety education in schools.
ArcelorMittal will provide more safety
training workshops and continue




                                         Financial statements
to partner with the police and
transport unions in order to keep
Liberia’s people safe.




                                               ArcelorMittal Annual Report 2011




                                         53
Liquidity and
     capital resources

                         ArcelorMittal’s principal sources          as of December 31, 2011                  of credit facility entered into on
                         of liquidity are cash generated from       compared with $11.3 billion as of        September 30, 2010, contain
                         its operations, its credit facilities at   December 31, 2010. ArcelorMittal         restrictive covenants. Among other
                         the corporate level and various            also has a €2 billion (approximately     things, these covenants limit
                         working capital credit lines at            $2.6 billion) commercial paper           encumbrances on the assets of
                         its operating subsidiaries.                program (of which €0.5 billion or        ArcelorMittal and its subsidiaries,
                                                                    approximately $0.6 billion was           the ability of ArcelorMittal’s
                         Because ArcelorMittal S.A. is a            outstanding as of December 31,           subsidiaries to incur debt and the
                         holding company, it is dependent           2011), and its policy has been to        ability of ArcelorMittal and its
                         upon the earnings and cash flows            maintain availability under its credit   subsidiaries to dispose of assets
                         of, and dividends and distributions        facilities as back-up for its            in certain circumstances. These
                         from, its operating subsidiaries to        commercial paper program.                agreements also require
                         pay expenses and meet its debt                                                      compliance with a financial
                         service obligations. Significant            As of December 31, 2011,                 covenant, as summarized below.
                         cash or cash equivalent balances           ArcelorMittal’s total debt, which
                         may be held from time to time at           includes long-term debt and              The company must ensure that
                         the company’s international                short-term debt, was $26.4 billion,      the ratio of ‘consolidated total net
                         operating subsidiaries, including in       compared with $26.0 billion as of        borrowings’ (consolidated total
                         particular those in France, where          December 31, 2010. Net debt              borrowings less consolidated
                         the company maintains a cash               (defined as long-term debt plus           cash and cash equivalents) to
                         management system under                    short-term debt, less cash and cash      ‘consolidated Ebitda’ (the
                         which most of its cash and cash            equivalents and restricted cash)         consolidated net pre-taxation
                         equivalents are centralized, and in        was $22.5 billion as of December         profits of ArcelorMittal for a
                         Algeria, Argentina, Brazil, China,         31, 2011, up from $19.7 billion at       measurement period, subject to
                         Kazakhstan, Morocco, South Africa,         December 31, 2010. Most of the           certain adjustments as set out in
                         Ukraine and Venezuela. Some of             external debt is borrowed by the         the facilities) does not, at the end
                         these operating subsidiaries have          parent company on an unsecured           of each ‘measurement period’
                         debt outstanding or are subject            basis and bears interest at varying      (each period of 12 months ending
                         to acquisition agreements that             levels based on a combination of         on the last day of a financial
                         impose restrictions on such                fixed and variable interest rates.        half-year or a financial year of the
                         operating subsidiaries’ ability to pay     Gearing (defined as net debt              company), exceed a certain ratio,
                         dividends, but such restrictions are       divided by total equity) at              currently 3.5 to one.
                         not significant in the context of           December 31, 2011 was 37%
                         ArcelorMittal’s overall liquidity.         compared with 30% at December            The company refers to this ratio as
                         Repatriation of funds from                 31, 2010. Total debt increased           the leverage ratio. As of December
                         operating subsidiaries may also            period-on-period primarily due to        31, 2011, the ‘leverage ratio’
                         be affected by tax and foreign             the bond issuances made during           stood at approximately 2.2 to one,
                         exchange policies in place from            the year and debt drawn under            constant compared with 2.2 to
                         time to time in the various                credit lines. Net debt increased         one as of December 31, 2010.
                         countries where the company                period-on-period primarily due           The financial covenant in the above
                         operates, though none of these             to increases in working capital          referenced principal credit facilities
                         policies are currently significant          resulting from higher levels of          would permanently fall away were
                         in the context of ArcelorMittal’s          steel production, essentially in         the company to meet certain
                         overall liquidity.                         the first half, and notwithstanding       defined rating criteria.
                                                                    a substantial working capital
                         In management’s opinion,                   reduction in the fourth quarter.        Non-compliance with the
                         ArcelorMittal’s credit facilities                                                  covenants in the facilities described
                         are adequate for its present               ArcelorMittal’s principal credit        above would entitle the lenders
                         requirements.                              facilities, which are the $6 billion    under such facilities to accelerate
                                                                    revolving credit facility entered into the company’s repayment
                         As of December 31, 2011,                   on March 18, 2011 (the ‘$6 billion obligations. The company was
                         ArcelorMittal’s cash and cash              facility’), the $4 billion revolving    in compliance with the financial
                         equivalents, including restricted          credit facility entered into on May covenants in the agreements
                         cash and short-term investments,           6, 2010 (the ‘$4 billion facility’),    related to all of its borrowings
                         amounted to $3.9 billion compared          the revolving credit bilateral facility as of December 31, 2010 and
                         with $6.3 billion as of December           of $300 million entered into on         December 31, 2011.
                         31, 2010. In addition, ArcelorMittal       June 30, 2010 (the ‘$300 million
                         had available borrowing capacity of        facility’) and the $500 million
                         $8.6 billion under its credit facilities   multi-currency revolving letter




54
Overview
The following table summarizes the repayment schedule of ArcelorMittal’s outstanding indebtedness, which




                                                                                                                                                                                        Our business
includes short-term and long-term debt, as of December 31, 2011:

                                                                            Repayments amount per year ($ billion)
Type of indebtedness as of December 31, 2011        2012         2013           2014         2015              2016       >2016            Total
Term loan repayments
– Convertible bonds1                                   –          0.1             2.1             –             –             –           2.2
– Bonds                                                –          3.4             1.3           1.7           1.8           9.2          17.4




                                                                                                                                                                                        Sustainability
Subtotal                                               –          3.5             3.4           1.7           1.8           9.2          19.6
Long-term revolving credit
facilities
– $6 billion facility                                –             –               –             –           1.7             –           1.7
– $4 billion facility                                –             –               –             –             –             –             –
– $300 million facility                              –             –               –             –             –             –             –
Commercial paper2                                  0.6             –               –             –             –             –           0.6
Other loans                                        2.2           0.5             0.3           0.3           0.7           0.5           4.5




                                                                                                                                                                                        Performance
Total gross debt                                  $2.8          $4.0            $3.7          $2.0          $4.2          $9.7         $26.4


The following table summarizes the amount of credit available as of December 31, 2011 under ArcelorMittal’s
principal credit facilities:

                                                                                                            Facility
Credit lines available                                                                                     amount         Drawn        Available




                                                                                                                                                                                        Governance
$6 billion facility                                                                                        $6.0           $1.7          $4.3
$4 billion facility                                                                                        $4.0              –          $4.0
$300 million facility                                                                                      $0.3              –          $0.3
Total committed lines                                                                                     $10.3           $1.7          $8.6
1   Represents the financial liability component of the approximately       $250 million to a total outstanding principal amount of $1 billion.
    $2.5 billion of convertible bonds issued on April 1, 2009 and May       In December 2010, ArcelorMittal acquired certain call options on
    6, 2009, respectively, as well as of the $750 million mandatory         its own shares in order to hedge its obligations arising out of the
    convertible bond issued by a wholly owned Luxembourg subsidiary         potential conversion of its euro-denominated 7.25% convertible




                                                                                                                                                                                        Financial statements
    of the company to a Luxembourg affiliate of Crédit Agricole             bonds due 2014 and its US dollar-denominated 5% convertible
    (formerly Calyon S.A.) in December 2009. In April 2011, the             bonds due 2014.
    conversion date of the mandatory convertible bond was extended      2   Commercial paper is expected to continue to be rolled over in
    to January 31, 2013. On September 27, 2011, the company                 the normal course of business.
    increased the amount of the mandatory convertible bond by




                                                                                                                                                   Supporting House of Hope
                                                                                                                                                   The ArcelorMittal Foundation
                                                                                                                                                   supports House of Hope
                                                                                                                                                   (‘Dar el Amal’), an association
                                                                                                                                                   which helps children living in
                                                                                                                                                   the streets of El Jadida, south of
                                                                                                                                                   Casablanca. Children are provided
                                                                                                                                                   with food as well as workshops
                                                                                                                                                   to improve school results and
                                                                                                                                                   psychological support.                     ArcelorMittal Annual Report 2011




                                                                                                                                                                                        55
Liquidity and
     capital resources
     continued

                         As of December 31, 2011,                Financings                               On June 30, 2010, ArcelorMittal
                         ArcelorMittal had guaranteed            The principal financings of               entered into a bilateral three-year
                         approximately $1.0 billion of           ArcelorMittal and its subsidiaries are   revolving credit facility of $300
                         debt of its operating subsidiaries      summarized below by category.            million. On July 12, 2010,
                         and $1.3 billion of total debt                                                   ArcelorMittal entered into an
                         of ArcelorMittal Finance.               Principal credit facilities              additional bilateral three-year
                         ArcelorMittal’s debt facilities have    On March 18, 2011, ArcelorMittal         revolving credit facility of $300
                         provisions whereby the acceleration     entered into the $6 billion facility,    million, which was retroactively
                         of the debt of another borrower         which may be utilized for general        effective as of June 30, 2010.
                         within the ArcelorMittal group          corporate purposes and which             Each of these facilities was to be
                         could, under certain circumstances,     matures in 2016. The $6 billion          used for general corporate purposes
                         lead to acceleration under such         facility replaced the company’s          and was originally scheduled to
                         facilities. Pursuant to amendment       previous €17 billion credit facility     mature in 2013. As of December
                         agreements entered into on March        dated November 30, 2006                  31, 2011, one facility was
                         18, 2011, the above referenced          (the ‘€17 billion facility’) after       cancelled and the other facility
                         principal credit facilities no longer   it was fully repaid and cancelled        remained fully available.
                         contain covenants involving             on March 31, 2011. As of
                         restrictions on dividends, capital      December 31, 2011, $1.7 billion         On September 30, 2010,
                         expenditures or acquisitions.           of principal was outstanding under      ArcelorMittal entered into the
                                                                 the $6 billion facility.                $500 million revolving multi-
                         The average debt maturity                                                       currency letter of credit facility
                         of the company was 6.3 years            On May 6, 2010, ArcelorMittal           (the ‘letter of credit facility’),
                         as of December 31, 2011,                entered into the $4 billion facility, a which replaced an $800 million
                         compared with 5.1 years as              three-year revolving credit facility    multi-currency letter of credit
                         of December 31, 2010.                   for general corporate purposes          facility entered into on December
                                                                 which replaced the company’s            30, 2005. The letter of credit
                         Further information regarding           previous $4 billion revolving credit    facility is used by the company
                         ArcelorMittal’s outstanding             facility dated May 13, 2008 and the and its subsidiaries for the issuance
                         long-term indebtedness as of            related $3.25 billion forward-start of letters of credit and other
                         December 31, 2011 is set forth          facility dated February 13, 2009.       instruments. The terms of the
                         in Note 15 to ArcelorMittal’s           These facilities were cancelled on      letters of credit and other
                         consolidated financial statements.       May 12, 2010 (following this            instruments contain certain
                                                                 cancellation, neither of the            restrictions as to duration. On
                                                                 forward-start facilities entered into September 30, 2011, the maturity
                                                                 by the company during the first          of the letter of credit facility was
                                                                 half of 2009 remain in effect). On      extended from September 30,
                                                                 September 30, 2011, the maturity 2015 to September 30, 2016.
                                                                 date of the $4 billion facility was
                                                                 extended to May 6, 2015. As of
                                                                 December 31, 2011, the $4 billion
                                                                 facility remains fully available.




56
Overview
2011 capital markets                  On November 7, 2004,                5.375%, and the $1.5 billion




                                                                                                                                                          Our business
transactions                          ArcelorMittal Finance issued        notes due 2018 bear interest
On March 7, 2011, ArcelorMittal       €500 million principal amount       at the rate of 6.125%.
completed an offering of three        of unsecured and unsubordinated
series of US dollar-denominated       fixed-rate bonds bearing interest    In 2009, ArcelorMittal completed
notes, consisting of $500 million     at 4.625% due November 7, 2014.     several capital markets transactions,
aggregate principal amount of                                             the proceeds of which were
3.75% notes due 2016, $1.5 billion  The company has entered into          principally used to refinance existing
aggregate principal amount of       five separate agreements with the      indebtedness. The transactions




                                                                                                                                                          Sustainability
5.50% notes due 2021 and            European Bank for Reconstruction      included the issuance of the
$1 billion aggregate principal      and Development (‘EBRD’) for          following instruments that
amount of 6.75% notes due 2041.     on-lending to the following           remain outstanding:
The proceeds were used to prepay    subsidiaries: ArcelorMittal Galati on
the last two term loan installments November 18, 2002, ArcelorMittal • an offering of €1.25 billion
under the €17 billion facility.     Kryviy Rih on April 4, 2006,            (approximately $1.6 billion) of
                                    ArcelorMittal Temirtau on               7.25% bonds convertible into
On April 20, 2011, the conversion   June 15, 2007, and ArcelorMittal        and/or exchangeable for new




                                                                                                                                                          Performance
date of the $750 million mandatory Skopje and ArcelorMittal Zenica          or existing ArcelorMittal shares
convertible bond was extended from on November 10, 2005. The last           (OCEANEs) due 2014 which
May 25, 2011 to January 31, 2013. repayment installment under               closed on April 1, 2009;
                                    these loans is in January 2015.
                                                                          • an offering of US dollar-
On September 27, 2011, the          The amount outstanding under
                                                                            denominated 5% convertible
company increased the size of the these loans in the aggregate as
                                                                            bonds due 2014 for $800 million
$750 million mandatory convertible of December 31, 2011 was
                                                                            which closed on May 6, 2009;
bond by $250 million to $1 billion. $118 million, compared with




                                                                                                                                                          Governance
                                    $178 million as of December 31,       • an offering of two series of US
On December 9, 2011,                2010. The loan relating to              dollar-denominated bonds (9%
ArcelorMittal completed a private   ArcelorMittal Galati was fully          notes due 2015 and 9.85% notes
placement of €125 million of        repaid on November 23, 2009.            due 2019) totaling $2.25 billion
6.20% notes due in 2016, under                                              which closed on May 20, 2009;
its wholesale EMTN program          On July 24, 2007, ArcelorMittal
                                                                          • an offering of two series
established on September 29, 2011. Finance and a subsidiary signed
                                                                            of euro-denominated notes
                                    a €500 million five-year loan




                                                                                                                                                          Financial statements
                                                                            (8.25% notes due 2013 and
Please refer to note 27 of the      agreement due 2012 that bears
                                                                            9.375% notes due 2016) totaling
consolidated financial statements    interest based on EURIBOR plus a
                                                                            €2.5 billion ($3.5 billion) which
for capital market transactions     margin, the proceeds of which may
                                                                            closed on June 3, 2009;
completed in 2012.                  be used by other entities within
                                    ArcelorMittal.                        • an offering of $1 billion of US
Other outstanding loans and                                                 dollar-denominated 7% notes
debt securities                     On May 27, 2008, the                    due 2039 which closed on
                                                                                                                  ArcelorMittal Jubail celebrates
On July 15, 2004, ArcelorMittal     company issued unsecured                October 1, 2009; and                  On February 21, 2012, our Jubail
Finance issued €100 million         and unsubordinated fixed rate                                                  project in Saudi Arabia celebrated
                                                                          • a private placement of a $750
principal amount of unsecured and US dollar-denominated notes in                                                  a significant health and safety
                                                                            million, 17-month mandatory           milestone in the ongoing construction
unsubordinated fixed rated notes     two tranches totaling $3 billion.
                                                                            convertible bond by a wholly          of the new seamless tubular products
bearing interest at 5.50% due       The $1.5 billion notes due 2013                                               facility. More than ten million hours
                                                                            owned Luxembourg subsidiary of
July 15, 2014.                      bear interest at the rate of                                                  have been worked on the
                                                                                                                  construction site without any lost
                                                                                                                  time injuries as of mid-January 2012
                                                                                                                  – a special moment on our journey
                                                                                                                  to zero.
                                                                                                                  To commemorate this
                                                                                                                  accomplishment, more than 2,000
                                                                                                                  employees, contractors, suppliers
                                                                                                                  and special guests gathered in Jubail
                                                                                                                  to celebrate.
                                                                                                                  Nearly 30 special awards were given
                                                                                                                  to employees and contractors
                                                                                                                  recognizing outstanding individual
                                                                                                                                                                ArcelorMittal Annual Report 2011




                                                                                                                  achievements and efforts.




                                                                                                                                                          57
Liquidity and
     capital resources
     continued

                                              the company to a Luxembourg          True sale of receivables                 Earnings distribution
                                              affiliate of Crédit Agricole          (‘TSR’) programs                         Considering the worsening
                                              (formerly Calyon S.A.), with the     The company has established sales        global economic conditions since
                                              proceeds invested in notes linked    without recourse of trade accounts       September 2008, ArcelorMittal’s
                                              to shares of Erdemir of Turkey       receivable programs with financial        board of directors recommended
                                              and Macarthur Coal Limited of        institutions for a total amount as       on February 10, 2009, a reduction
                                              Australia, both of which were        of December 31, 2011 of €2,540           of the annual dividend in 2009 to
                                              publicly listed companies in which   million, $900 million and CAD 215        $0.75 per share (with quarterly
                                              ArcelorMittal held a minority        million, referred to as true sale of     dividend payments of $0.1875)
                                              stake. In ArcelorMittal’s            receivables (‘TSR’) programs.            from $1.50 per share previously.
                                              consolidated financial statements     Through the TSR programs,                The dividend policy was approved
                                              for the year ended December 31,      certain operating subsidiaries of        by the annual general meeting of
                                              2009, the mandatory convertible      ArcelorMittal surrender the control,     shareholders on May 12, 2009,
                                              bond was recorded as non-            risks and benefits associated with        and was also maintained in 2010
                                              controlling interests of $695        the accounts receivable sold;            and 2011. Quarterly dividend
                                              million ($684 million net of fees    therefore, the amount of                 payments took place on March
                                              and tax) and $55 million as debt.    receivables sold is recorded as a sale   14, 2011, June 14, 2011,
                                              As a result of the completion of     of financial assets and the balances      September 12, 2011 and
                                              the sale of the shares in            are removed from the consolidated        December 12, 2011.
                                              Macarthur on December 21,            statements of financial position at
                                              2011, the notes linked to the        the moment of sale. The total            The board of directors will submit
                                              Macarthur shares were subject to     amount of receivables sold under         to the approval of the shareholders
                                              an early redemption for $1,208       TSR programs and derecognized in         at the annual general meeting of
                                              million. The proceeds from the       accordance with IAS 39 for the           shareholders to be held in May
                                              redemption of the notes were         years ended December 31, 2009,           2012, a proposal to maintain the
                                              placed with Crédit Agricole until    2010 and 2011 was $21.8 billion,         quarterly dividend at $0.1875 per
                                              January 17, 2012. On that date,      $29.5 billion and $35.3 billion,         share, with dividends payments to
                                              notes linked to China Oriental       respectively (with amounts of            occur on a quarterly basis in 2012.
                                              Group Company Limited                receivables sold in euros and            The dividend payment calendar is
                                              were issued by a subsidiary          Canadian dollars converted to            available on www.arcelormittal.com
                                              of ArcelorMittal.                    US dollars at the monthly average
                                                                                   exchange rate). Expenses incurred        ArcelorMittal held 12.0 million
                                             Commercial paper program
                                                                                   under the TSR programs (reflecting        shares in treasury as of
                                             ArcelorMittal has a €2.0 billion
                                                                                   the discount granted to the              December 31, 2011, compared
                                             commercial paper program in
                                                                                   acquirers of the accounts                with 12.4 million shares as of
                                             the French market, which had
                                                                                   receivable) recognized in the            December 31, 2010. As of
                                             approximately €0.5 billion
                                                                                   consolidated statements of               December 31, 2011, the number
                                             ($0.6 billion) outstanding as of
                                                                                   operations for the years ended           of treasury shares was equivalent
                                             December 31, 2011 compared
                                                                                   December 31, 2010 and 2011               to approximately 0.77% of
                                             with €1.7 billion ($2.2 billion) as
                                                                                   were $110 and $152 million,              the total issued number
     Health and safety day around            of December 31, 2010.
     the world                                                                     respectively.                            of ArcelorMittal shares.
     At Baffinland Iron Ore Corporation
     in the Arctic Circle, one of the key
     safety aspects to consider is
     outdoor sun safety. The team
     received classes and a review
     of the appropriate controls including
     the use of clothing, hats,
     sun block lotion and industrial
     safety sunglasses. In these harsh
     conditions this must be taken
     seriously as for some parts of the
     year, there is 24 hour sunlight.
     A lip balm of SPF 30 was
     handed out to all as a reminder
     to keep in their pockets.




58
Overview
                                                                                                                                                           Our business
The following table presents a summary of cash flow of ArcelorMittal:

                                                                                       Summary of cash flow                 “Our strategy for
                                                                                      year ended December 31
                                                                                           2010                  2011
                                                                                                                            2012 will include the
                                                                                       ($ million)           ($ million)    disposal of selected
Net cash provided by operating activities                                              4,015                   1,777        and targeted non-
Net cash used in investing activities                                                 (3,438)                 (3,678)       core non-consolidated
Net cash used in financing activities                                                      (7)                   (540)
                                                                                                                            assets and we will




                                                                                                                                                           Sustainability
                                                                                                                            work closely with our
Sources and uses of cash             Net cash used in                        Net cash used in
                                     investing activities                    financing activities
                                                                                                                            rating agencies in
Net cash provided by                 Net cash used in investing activities   Net cash used in financing activities           order to preserve our
operating activities                 was $3.7 billion for the year ended     was $0.5 billion for the year ended            investment grading.
For the year ended
December 31, 2011, net cash
                                     December 31, 2011 compared              December 31, 2011, compared                    Furthermore, we will
                                     with $3.4 billion in 2010, primarily    with $7 million in 2010. The
provided by operating activities                                                                                            aim to institutionalize




                                                                                                                                                           Performance
                                     due to higher capital expenditures,     increase in cash used in financing
decreased to $1.8 billion, compared as well as inflows of $796 million        activities was primarily due to an             the risk management
with $4.0 billion for the year ended from the sale of the company’s          increase in debt repayments, offset            culture.”
December 31, 2010, mainly            stake in Macarthur Coal and             by proceeds of long-term debt,
because of operating working         $129 million from the sale of the       primarily due to bond issuances               Sudhir Maheshwari
capital deployment. The net cash     company’s 12% stake in Baosteel-        and drawdowns on credit facilities.           Member of the Group
provided by operating activities                                                                                           Management Board, responsible
                                     NSC/Arcelor (BNA) Automotive Co.        Net cash used in financing activities
was negatively impacted by a                                                                                               for corporate finance, M&A and
                                                                             also included outflow for purchases
$3.8 billion increase (excluding                                                                                           risk management




                                                                                                                                                           Governance
                                     Capital expenditures totaled            of non-controlling interests, offset
discontinued operations) in          $4.8 billion for the year ended         by proceeds from the increase in
working capital (consisting of       December 31, 2011 compared              the outstanding amount of the
inventories plus trade accounts      with $3.3 billion for the year ended    mandatory convertible bonds.
receivable less trade accounts       December 31, 2010. The company
payable) as inventories increased    currently expects that capital          Dividends paid during the year
by $3.1 billion; accounts receivable expenditures for the year ended         ended December 31, 2011 were
increased by $0.7 billion and        December 31, 2012 will amount to        $1.2 billion, including $1,162 million
accounts payable decreased




                                                                                                                                                           Financial statements
                                     approximately $4.0 to $4.5 billion,     paid to ArcelorMittal shareholders
by $0.1 billion. The increase in     most of which relates to the            and $32 million paid to non-
inventories was largely attributable maintenance and improvement of          controlling shareholders in
to higher raw material prices and    existing sites (including health and    subsidiaries. Dividends paid in the
higher levels of steel production    safety investments). Growth             year ended December 31, 2010
compared with 2010. The year-on- capital expenditure is expected             were $1.3 billion.
year decrease in net cash provided to target mainly mining projects.
by operating activities was reduced                                          Equity
somewhat by strong operating         ArcelorMittal’s major capital           Equity attributable to the equity
cash flow generation in the fourth expenditures in the year ended             holders of the parent decreased
quarter ($2.9 billion) driven by a   December 31, 2011 included the          to $56.7 billion at December 31,
$1.8 billion release of working      following major projects: Liberia       2011, compared with $62.4 billion
capital (itself resulting largely    greenfield mining project; Andrade       at December 31, 2010, primarily
from lower inventories), which       capacity expansion plan in Andrade      due to the stainless spin-off for
was a reversal of the trend of an    mine in Brazil; capacity expansion      $4.0 billion on January 25, 2011
investment in working capital in     plan in ArcelorMittal Mines in          and the dividend distribution for
the first three quarters of 2011.     Canada; optimization of galvanizing     $1.2 billion. See Note 17 to
                                     and galvalume operations in             ArcelorMittal’s consolidated
                                     Dofasco, Canada; Baffinland              financial statements for the year
                                     project in Canada; and a capacity       ended December 31, 2011.
                                     expansion plan in Monlevade, Brazil.
                                                                                                                                                                 ArcelorMittal Annual Report 2011




                                                                                                                                                           59
Disclosures about
     market risk

                         Quantitative and                      All financial market risks are           All counterparties and their
                                                               managed in accordance with              respective limits require the prior
                         qualitative disclosures               the treasury and financial risk          approval of the corporate finance
                         about market risk                     management policy. These risks          and tax committee. Standard
                         ArcelorMittal is exposed to a         are managed centrally through           agreements, such as those
                         number of different market risks      group treasury by a group               published by the International
                         arising from its normal business      specializing in foreign exchange,       Swaps and Derivatives Association,
                         activities. Market risk is the        interest rate, commodity, internal      Inc. (ISDA) are negotiated with all
                         possibility that changes in raw       and external funding and cash and       ArcelorMittal trading counterparties.
                         materials prices, foreign currency    liquidity management.
                         exchange rates, interest rates,                                               Derivative instruments
                         base metal prices (zinc, nickel,     All financial market hedges are           ArcelorMittal uses derivative
                         aluminum and tin) and energy         governed by ArcelorMittal’s treasury     instruments to manage its exposure
                         prices (oil, natural gas and power)  and financial risk management             to movements in interest rates,
                         will adversely affect the value of   policy, which includes a delegated       foreign exchange rates and
                         ArcelorMittal’s financial assets,     authority and approval framework,        commodity prices. Changes in the
                         liabilities or expected future       sets the boundaries for all hedge        fair value of derivative instruments
                         cash flows.                           activities and dictates the required     are recognized in the consolidated
                                                              approvals for all treasury activities.   statements of operations or in
                         The fair value information presented Trading activity and limits are          equity according to nature and
                         below is based on the information    monitored on an ongoing basis.           effectiveness of the hedge.
                         available to management as of        ArcelorMittal enters into
                         the date of the consolidated         transactions with numerous               Derivatives used are conventional
                         statements of financial position.     counterparties, mainly banks and         exchange-traded instruments such
                         Although ArcelorMittal is not        financial institutions, as well as        as futures and options, as well as
                         aware of any factors that would      brokers, major energy producers          non-exchange-traded derivatives
                         significantly affect the estimated    and consumers.                           such as over-the-counter swaps,
                         fair value amounts, such amounts                                              options and forward contracts.
                         have not been comprehensively        As part of its financing and
                         revalued for the purposes of this    cash management activities,              Currency exposure
                         annual report since that date, and   ArcelorMittal uses derivative            ArcelorMittal seeks to manage
                         therefore, the current estimates of instruments to manage its exposure        each of its entities’ exposure to its
                         fair value may differ significantly   to changes in interest rates, foreign    operating currency. For currency
                         from the following amounts           exchange rates and commodity             exposure generated by activities,
                         presented. The estimated fair        prices. These instruments are            the conversion and hedging of
                         values of certain financial           principally interest rate and            revenues and costs in foreign
                         instruments have been determined currency swaps, spots and                    currencies is typically performed
                         using available market information forwards. ArcelorMittal may also           using currency transactions on the
                         or other valuation methodologies     use futures and options contracts.       spot market and forward market.
                         that require considerable judgment                                            For some of its business segments,
                         in interpreting market data and      Counterparty risk                        ArcelorMittal hedges future
                         developing estimates. The fair       ArcelorMittal has established            cash flows.
                         value estimates presented below      detailed counterparty limits to
                         are not necessarily indicative of    mitigate the risk of default by its      Because a substantial portion
                         the amounts that ArcelorMittal       counterparties. The limits restrict      of ArcelorMittal’s assets, liabilities,
                         could realize in current market      the exposure ArcelorMittal may           sales and earnings are denominated
                         transactions.                        have to any single counterparty.         in currencies other than the US
                                                              Counterparty limits are calculated       dollar (its reporting currency),
                         Risk management                      taking into account a range of           ArcelorMittal has exposure to
                         ArcelorMittal has implemented strict factors that govern the approval         fluctuations in the values of these
                         policies and procedures to manage of all counterparties. The factors          currencies relative to the US dollar.
                         and monitor financial market risks.   include an assessment of the             These currency fluctuations,
                         Organizationally, supervisory        counterparty’s financial soundness        especially the fluctuation of the
                         functions are separated from         and its ratings by the major rating      value of the US dollar relative to
                         operational functions, with proper   agencies, which must be of a high        the euro, the Canadian dollar, the
                         segregation of duties. Financial     quality. Counterparty limits are         Brazilian real and the South African
                         market activities are overseen by    monitored on a periodic basis.           rand, as well as fluctuations in the
                         the CFO, the corporate finance and                                             currencies of the other countries in
                         tax committee and the Group                                                   which ArcelorMittal has significant
                         Management Board.                                                             operations and/or sales, could have
                                                                                                       a material impact on the result of
                                                                                                       its operations.




60
Overview
ArcelorMittal faces transaction risk, where its businesses generate sales in one currency but incur costs




                                                                                                                                 Our business
relating to that revenue in a different currency. For example, ArcelorMittal’s non-US subsidiaries may
purchase raw materials, including iron ore and coking coal, in US dollars, but may sell finished steel products
in other currencies. Consequently, an appreciation of the US dollar will increase the cost of raw materials,
thereby negatively impacting the company’s operating margins.

Based on high-level estimates for 2011, the table below reflects the impact of a 10% depreciation of
the functional currency on budgeted cash flows expressed in the respective functional currencies of the
various entities:




                                                                                                                                 Sustainability
                                                                                                Transaction impact of move
                                                                                          of foreign currency on cash flows
Entity functional currency                                                                       in $ equivalent (in millions)
US dollar                                                                                                             (39)
Euro                                                                                                                 (900)
Other                                                                                                                (145)




                                                                                                                                 Performance
ArcelorMittal faces translation risk, which arises when ArcelorMittal translates the consolidated statements of
operations of its subsidiaries, its corporate net debt and other items denominated in currencies other than the
US dollars for inclusion in ArcelorMittal’s consolidated financial statements.

Based on high-level estimates for 2011, the table below, in which it is assumed that there is no indexation
between sales prices and exchange rates, illustrates the impact of an appreciation of 10% of the US dollar.




                                                                                                                                 Governance
                                                                                          Translation impact of appreciation
                                                                                                      of dollar on cash flows
Entity functional currency                                                                       in $ equivalent (in millions)
Euro                                                                                                                 (179)
Other                                                                                                                (166)


The table below illustrates the impact of exchange rate fluctuations on the conversion of the net debt of




                                                                                                                                 Financial statements
ArcelorMittal into US dollars (sensitivity taking derivative transactions into account):

                                                                                               Impact of 10% move of the
                                                                                           US dollar on net debt translation
Currency                                                                                         in $ equivalent (in millions)
Brazilian real                                                                                                         16
Canadian dollar                                                                                                       (14)
Euro                                                                                                                 (940)
US dollar                                                                                                               –
Other                                                                                                                  (3)




                                                                                                                                       ArcelorMittal Annual Report 2011




                                                                                                                                     61
Disclosures about
     market risk
     continued

                                          Interest rate sensitivity
                                          Short-term interest rate exposure and cash
                                          Cash balances, which are primarily composed of euros and US dollars, 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 interest rate swaps and 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 US dollars 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.

                                          The estimated fair values of ArcelorMittal’s short-term and long-term debt are as follows:

                                                                                                              2010                                    2011
                                          ($ million)                                            Carrying value Estimated fair value     Carrying value Estimated fair value
                                          Instruments payable bearing interest at
                                          variable rates                                             5,386                 5,378              4,156                   3,743
                                          Instruments payable bearing interest at
                                          fixed rates                                                17,714               21,337             20,731                  21,675
                                          Long-term debt, including current portion                 23,100               26,715             24,887                  25,418
                                          Short-term debt                                            2,908                2,769              1,531                   1,561


                                          Commodity price sensitivity
                                          ArcelorMittal utilizes a number of exchange-traded commodities in the steelmaking 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 through surcharges.
                                          The residual exposures are managed as appropriate.

                                          Financial instruments related to commodities (base metals, energy and freight) 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.

                                          The table below reflects commodity price sensitivity.

                                                                                                                                                       Impact of 10% move of
                                                                                                                                       market prices as at December 31, 2011
     Local corporate                      Commodities                                                                                               in $ equivalent (in millions)
     responsibility reporting             Zinc                                                                                                                            75
     In 2011, 10 local corporate          Nickel                                                                                                                          14
     responsibility reports were
     published, in Ukraine, Kazakhstan,   Tin                                                                                                                             12
     Mexico, the US, Luxembourg,          Aluminum                                                                                                                         6
     Czech Republic, Brazil,              Gas                                                                                                                             49
     South Africa, Poland and
     Argentina (Mexico, Poland
                                          Brent                                                                                                                          112
     and Ukraine were first               Freight                                                                                                                         19
     time reporters).


                                          In respect of non-exchange traded commodities, ArcelorMittal is exposed to possible increases 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 managed through long-term contracts.




62
Overview
Summary of risks
and uncertainties

The following factors,   • A prolonged period of weak            • the fact that ArcelorMittal’s       • economic policy, political, social




                                                                                                                                                  Our business
                           economic growth, either globally        reserve and resource estimates        and legal risks and uncertainties
among others, could        or in ArcelorMittal’s key markets;      could materially differ from          in certain countries in which
cause ArcelorMittal’s                                              mineral quantities that it may be     ArcelorMittal operates or
                         • the risk that excessive capacity
actual results             in the steel industry globally and
                                                                   able to actually recover, that its    proposes to operate;
to differ materially       particularly in China may hamper
                                                                   mine life estimates may prove
                                                                                                       • fluctuations in currency exchange
                                                                   inaccurate and the fact that
from those discussed       the steel industry’s recovery
                                                                   market fluctuations may render
                                                                                                         rates, particularly the euro to US
in the forward-looking     and weigh on the profitability
                                                                   certain ore reserves uneconomical
                                                                                                         dollar exchange rate, and the risk




                                                                                                                                                  Sustainability
                           of steel producers;                                                           of impositions of exchange
statements included                                                to mine;
                                                                                                         controls in countries where
throughout this          • the risk of protracted weakness in
                                                                 • drilling and production risks in      ArcelorMittal operates;
                           steel prices or of price volatility;
annual report.                                                     relation to mining;
                                                                                                       • the risk of disruptions to
                         • any volatility in the supply or
                                                                 • rising extraction costs in relation   ArcelorMittal’s manufacturing
                           prices of raw materials, energy
                                                                   to mining;                            operations;
                           or transportation, or mismatches
                           of raw material and steel price       • failure to manage continued         • the risk of damage to




                                                                                                                                                  Performance
                           trends;                                 growth through acquisitions;          ArcelorMittal’s production facilities
                                                                                                         due to natural disasters;
                         • increased competition in the steel • a Mittal family trust’s ability to
                           industry;                               exercise significant influence over • the risk that ArcelorMittal’s
                                                                   the outcome of shareholder voting; insurance policies may provide
                         • the risk that unfair practices in
                                                                                                         inadequate coverage;
                           steel trade could negatively          • any loss or diminution in the
                           affect steel prices and reduce          services of Mr Lakshmi N Mittal, • the risk of product liability claims;
                           ArcelorMittal’s profitability, or that ArcelorMittal’s chairman of the
                                                                                                       • the risk of potential liabilities from




                                                                                                                                                  Governance
                           national trade restrictions could       board of directors and chief
                                                                                                         investigations, litigation and fines
                           hamper ArcelorMittal’s access to        executive officer;
                                                                                                         regarding antitrust matters;
                           key export markets;
                                                                 • the risk that the earnings and cash
                                                                                                       • the risk that ArcelorMittal’s
                         • increased competition from other        flows of ArcelorMittal’s operating
                                                                                                         governance and compliance
                           materials, which could significantly subsidiaries may not be sufficient
                                                                                                         processes may fail to prevent
                           reduce market prices and demand to meet future funding needs at
                                                                                                         regulatory penalties or
                           for steel products;                     the holding company level;
                                                                                                         reputational harm, both at




                                                                                                                                                  Financial statements
                         • legislative or regulatory changes, • the risk that changes in                 operating subsidiaries and
                           including those relating to             assumptions underlying                joint ventures;
                           protection of the environment           the carrying value of certain
                                                                                                       • the risk of unfavorable changes to,
                           and health and safety;                  assets, including as a result
                                                                                                         or interpretations of, the tax laws
                                                                   of adverse market conditions,
                         • laws and regulations restricting                                              and regulations in the countries in
                                                                   could result in impairment of
                           greenhouse gas emissions;                                                     which ArcelorMittal operates;
                                                                   tangible and intangible assets,
                         • the risk that ArcelorMittal’s high      including goodwill;                 • the risk that ArcelorMittal may
                           level of indebtedness could                                                   not be able to fully utilize its
                                                                 • the risk that significant capital
                           make it difficult or expensive to                                              deferred tax assets; and
                                                                   expenditure and other
                           refinance its maturing debt, incur
                                                                   commitments ArcelorMittal           • the risk that ArcelorMittal’s
                           new debt and/or flexibly manage
                                                                   has made in connection with           reputation and business could
                           its business;
                                                                   acquisitions may limit its            be materially harmed as a result
                         • risks relating to greenfield and         operational flexibility and add        of data breaches, data theft,
                           brownfield projects;                     to its financing requirements;         unauthorized access or
                                                                                                         successful hacking.
                         • risks relating to ArcelorMittal’s     • ArcelorMittal’s ability to fund
                           mining operations;                      under-funded pension liabilities;
                                                                                                       These factors are discussed in
                                                                 • the risk of labor disputes;         more detail in this annual report
                                                                                                       on page 192.
                                                                                                                                                        ArcelorMittal Annual Report 2011




                                                                                                                                                  63
We have a stronger
balance sheet




                                                                           Picture Vitória, Brazil
Since the onset of the global financial crisis three years ago,
we have significantly strengthened our balance sheet. Over that
period, we have reduced our net debt by $4 billion, to $22.5 billion,
and we expect to go on reducing it in 2012. As importantly,
we have extended the maturity profile of our debt from an average
of 2.6 years to 6.3 years. We have also diversified the sources
of our funding. In 2008, bank debt was the main source of funding
for ArcelorMittal; today it is limited primarily to our liquidity lines,
of which we have drawn just $1.7 billion. The business remains highly
cash generative. In 2011, operating cash flow excluding working
capital was $5.8 billion. Our debt is rated investment grade by
the ratings agencies, maintaining that credit rating remains a key
priority for ArcelorMittal.




Cash flow summary




$1,777                              m
Net cash provided by operating activities,
year ended December 31, 2011
65
Overview   Our business   Sustainability   Performance   Governance   Financial statements   ArcelorMittal Annual Report 2011
Board of directors



     ArcelorMittal’s annual     Lakshmi N Mittal                     Narayanan Vaghul                    Antoine Spillmann
     general meeting of         Lakshmi N Mittal, 61 and an Indian Narayanan Vaghul, 75 and an Indian Antoine Spillmann, 48 and a Swiss
     shareholders on May 10, citizen, is the chairman and CEO of citizen, has over 50 years’             citizen, worked for leading
     2011 acknowledged the ArcelorMittal. Mr Mittal founded experience in the financial sector investment banks in London from
     expiration of the terms    Mittal Steel in 1989, and guided its and was the chairman of ICICI       1986 to 2000. He is now an asset
     of office of the following strategic development,with Arcelor. Group,in India from 1985services managerBruellan Wealthpartner at
                                in the merger in 2006
                                                         culminating
                                                                     group
                                                                             a leading financial
                                                                                                to 2009. the firm
                                                                                                                   and executive

     directors: Mr Lakshmi      He is a member of various boards     Mr Vaghul is chairman of the Indian Management, an independent asset
     N Mittal, Mr Antoine       and trusts and also of the Indian    Institute of Finance Management     management company based in
     Spillmann, Mr Lewis        Prime Minister’s Global Advisory     & Research and is also a board      Geneva. Mr Spillmann studied in
                                Council, Kazakhstan’s Foreign        member of Wipro Limited,            Switzerland and London, receiving
     B Kaden and                Investors’ Council, World Economic Mahindra & Mahindra, Piramal          diplomas from the London Business
     HRH Prince Guillaume       Forum’s International Business       Healthcare and Apollo Hospitals.    School in Investment Management
     de Luxembourg.             Council and World Steel                                                  and Corporate Finance.
                                Association’s (WSA) Executive        Wilbur L Ross, Jr
     At the same meeting, the   Committee. He has received                                               HRH Prince Guillaume
     shareholders re-elected    numerous awards and honors such Wilbur L Ross, Jr, 74 and a US
                                as Fortune’s 2004 ‘European
                                                                                                         de Luxembourg
     Mr Lakshmi N Mittal, Mr Antoine                                              citizen, is the chairman and CEO
     Spillmann, Mr Lewis B Kaden         Businessman of the Year’, Financial      of WL Ross & Co. LLC, a merchant         HRH Prince Guillaume de
     and HRH Prince Guillaume            Times’ 2006 ‘Person of the Year’,        banking firm, a position that he has      Luxembourg, 48 and a Luxembourg
     de Luxembourg for a new term        2007 Dwight D Eisenhower Global          held since April 2000. WL Ross &         citizen, worked for five years at the
     of three years. The board of        Leadership Award and Forbes 2008         Co is part of Invesco Private Capital,   International Monetary Fund in
     directors proposed to elect         ‘Lifetime Achievement Award’. In         a listed company, of which Mr Ross       Washington, D.C., and spent two
     Mr Bruno Lafont as a new board      October 2010, he was awarded             is Chairman. Mr Ross is also the         years working for the Commission
     member, and the shareholders        WSA’s medal for services to the          Chairman and CEO of Invesco              of European Communities in
     elected him for a three-year term   Association and for contributing         subsidiaries WLR Recovery Fund           Brussels. Prince Guillaume headed a
     on May 10, 2011. Mr Bruno           to the sustainable development           L.P., WLR Recovery Fund II L.P., WLR     governmental development agency,
     Lafont is considered an             of the global steel industry.            Recovery Fund III, WLR Recovery          Lux-Development, for 12 years.
     independent director.                                                        Fund IV, WLR Recovery Fund V, Asia
                                         Lewis B Kaden                            Recovery Fund, Asia Recovery Fund        Suzanne P Nimocks
     As a result of these changes,                                                Co-Investment, Absolute Recovery
     the board of directors is           Lewis B Kaden, 69 and a US citizen,      Hedge Fund and American Home             Suzanne P Nimocks, 52 and a US
     composed of ten directors, of       is the lead independent director of      Mortgage Servicing Inc., none of         citizen, was a director (senior
     whom nine are non-executive         ArcelorMittal. He has approximately      which are listed. Mr Ross is the         partner) with McKinsey & Company
     directors and seven are             39 years of experience in corporate      Chairman of Ohizumi                      from 1999 to 2010 and was with
     independent directors. The          governance, financial services,           Manufacturing Company in Japan,          the firm in various other capacities
     directors are: Mr Lakshmi N         dispute resolution and economic          International Textile Group and          since 1989. Ms Nimocks is
     Mittal, Ms Vanisha Mittal Bhatia,   policy. He is currently vice chairman    Diamond Shipping, which are              currently a board member for
     Mr Antoine Spillmann, Mr Wilbur     of Citigroup. Mr Kaden served as         unlisted companies. Mr Ross is a         Encana Corporation and Rowan
     L Ross, Mr Lewis B Kaden,           a director of Bethlehem Steel            director of International Automotive     Companies, Inc. both listed
     Mr Narayanan Vaghul, Mr Jeannot     Corporation for ten years and is         Components and Compagnie                 companies, and Valerus, a private
     Krecké, HRH Prince Guillaume        currently chairman of the board of       Européenne de Wagons SARL                company. In the non-profit sector,
     de Luxembourg, Ms Suzanne           directors of the Markle Foundation       (Luxembourg), both non-listed            she serves on the board of directors
     P Nimocks and Mr Bruno Lafont.      and vice chairman of the Board of        companies. Mr Ross is also a             of the Houston Zoo and she is
     The board of directors comprises    Trustees of Asia Society.                director of the Yale School of           expected to assume the
     one executive director,                                                      Management.                              chairmanship of its board of
     Mr Lakshmi N Mittal, the chairman   Vanisha Mittal Bhatia                                                             directors on July 1, 2012.
     and chief executive officer of                                                Jeannot Krecké
     ArcelorMittal. Mr Lewis B Kaden     Vanisha Mittal Bhatia, 31 and an                                                  Bruno Lafont
     is the lead independent director.   Indian citizen, was appointed as         Jeannot Krecké, 61 and a
                                         a member of the LNM Holdings             Luxembourg citizen, was appointed        Bruno Lafont, 55 and a French
     None of the members of the          board of directors in June 2004.         as Luxembourg’s Minister of the          citizen, started his career at Lafarge
     board of directors, including       Ms Vanisha Mittal Bhatia was             Economy and Foreign Trade and            in 1983. On January 1, 2006, he
     the executive director, have        appointed to Mittal Steel’s board        Minister of Sport in 2004. As of         became chief executive officer and
     entered into service contracts      of directors in December 2004.           July 2004, he represents the             in May 2007, he was appointed
     with ArcelorMittal or any of        She has a Bachelor of Arts degree        Luxembourg government at the             chairman and chief executive
     its subsidiaries providing for      in Business Administration from the      Council of Ministers of the              officer of the group. Mr Lafont is
     benefits upon the termination        European Business School and has         European Union in the internal           Special Adviser to the Mayor of
     of their terms.                     worked at Mittal Shipping Ltd,           market and industry sections of its      Chongqing (China), President of the
                                         Mittal Steel Hamburg GmbH, an            competitiveness configuration. On         EPE French Association (‘Enterprises
                                         Internet-based venture capital fund,     February 1, 2012, Jeannot Krecké         for Environment’), a board member
                                         within the procurement department        retired from government and              of EDF and a board member
                                         of Mittal Steel, in charge of a          decided to end his active political      of ArcelorMittal.
                                         cost-cutting project, and is currently   career in order to pursue a range
                                         head of strategy for Aperam.             of different projects.



66
Overview
                                                             Our business
                                                             Sustainability
                                                             Performance
                                                             Governance
                                                             Financial statements




                                     Left to right
                                                                   ArcelorMittal Annual Report 2011




                                     Lakshmi N Mittal
                                     Lewis B Kaden
                                     Vanisha Mittal Bhatia
                                     Narayanan Vaghul
                                     Wilbur L Ross, Jr
                                     Jeannot Krecké


Left to right
Antoine Spillmann
HRH Prince Guillaume de Luxembourg
Suzanne P Nimocks
Bruno Lafont




                                                             67
Senior
     management


     The strategic direction   Lakshmi N Mittal                    Davinder Chugh                      Lou Schorsch
     of ArcelorMittal is the   Lakshmi N Mittal is the chairman    Davinder Chugh, member of           Lou Schorsch, member of
     responsibility of the     and CEO of ArcelorMittal. Mr Mittal the Group Management Board,         the Group Management Board,
     Group Management          founded Mittal Steel in 1989, and responsible for shared services,      responsible for Flat Carbon
     Board (GMB). The GMB      guided its strategic development,   has over 33 years of experience     Americas, group strategy, CTO,
                               culminating in the merger in 2006 in the steel industry in general      research and development,
     members are elected       with Arcelor. He is a member of     management, materials purchasing, commercial coordination, global
     by the board of directors various boards and trusts and also marketing, logistics, warehousing automotive and member of the IAC.
     and the GMB is headed of the Indian Prime Minister’s Global and shipping. Mr Chugh is a           Dr Schorsch was elected to the
     by Lakshmi N Mittal as    Advisory Council, Kazakhstan’s      member of the Investment            Group Management Board in May
                               Foreign Investors’ Council, World   Allocation Committee (‘IAC’).       2011. Prior to this appointment he
     chief executive officer   Economic Forum’s International      Before becoming a senior executive had been president and chief
     (CEO). The GMB is         Business Council and World Steel    vice president of ArcelorMittal, he executive officer of Flat Carbon
     supported by a strong     Association’s (WSA) Executive       served as the CEO of Mittal Steel   Americas, a position established
     team of 24 management Committee. He has received              South Africa until 2006. Mr Chugh with the 2006 merger of Arcelor
                               numerous awards and honors          was involved in the turnaround and and Mittal Steel, as well as a
     committee members,        such as Fortune’s 2004 ‘European    consolidation of the South African member of the ArcelorMittal
     working towards           Businessman of the Year’, Financial operations of ArcelorMittal.        management committee.
     delivering the best       Times’ 2006 ‘Person of the Year’,
     possible performance      2007 Dwight D Eisenhower Global Peter Kukielski                         Gonzalo Urquijo
     to all stakeholders while Leadership Award and Forbes 2008 Peter Kukielski, member of the
                               ‘Lifetime Achievement Award’. In                                        Gonzalo Urquijo, member of
     continuously working      October 2010, he was awarded        Group Management Board, chief       the Group Management Board,
     to improve health and     WSA’s medal for services to the     executive of Mining, was appointed responsible for AACIS (excluding
     safety results.           Association and for contributing    senior executive vice president and China and India), Distribution
                                                                   head of Mining in December 2008. Solutions, Tubular Products,
                                            to the sustainable development
                                            of the global steel industry.        Mr Kukielski was previously           corporate responsibility, IAC
                                                                                 executive vice president and chief    chairman, was previously senior
                                            Aditya Mittal                        operating officer at Teck Cominco      executive vice president and CFO
                                                                                 Limited. Prior to joining Teck        of Arcelor, with responsibility for
                                            Aditya Mittal is CFO of              Cominco, he was chief operating       finance, purchasing, IT, legal affairs,
                                            ArcelorMittal, and a member of       officer of Falconbridge Limited        investor relations, Arcelor
                                            the Group Management Board           before which he held senior           Distribution Solutions, and other
                                            with additional responsibility for   engineering and project               activities. Prior to that, Mr Urquijo
                                            Flat Carbon Europe, investor         management positions with BHP         also held several other positions
                                            relations and communications.        Billiton and Fluor Corporation.       within Arcelor, including deputy
                                            Prior to the merger to create                                              senior executive vice president and
                                            ArcelorMittal, Aditya Mittal held    Sudhir Maheshwari                     head of the functional directorates
                                            the position of President and CFO                                          of distribution.
                                            of Mittal Steel from October 2004    Sudhir Maheshwari, member of
                                            to 2006. In 2008, Mr Aditya Mittal   the Group Management Board,           Michel Wurth
                                            was awarded ‘European Business       responsible for corporate finance,
                                            Leader of the Future’ by CNBC        M&A and risk management and           Michel Wurth, member of the
                                            Europe. In 2011, he was also         India and China operations, is also   Group Management Board,
                                            ranked 4th in the ‘40 under 40’      alternate chairman of the corporate   responsible for Long Carbon
                                            list of Fortune magazine. He is a    finance and tax committee and          worldwide, was previously in charge
                                            member of the World Economic         chairman of the risk management       of Flat Carbon Europe and Global
                                            Forum’s The Forum of Young           committee. Mr Maheshwari was          R&D between 2006 and June 2011
                                            Global Leaders, the Young            previously a member of the            as well as Distribution Solutions
                                            Presidents’ Organization, a board    management committee of               between 2009 and June 2011.
                                            member at the Wharton School         ArcelorMittal, responsible for        Prior to this he was vice president
                                            and PPR.                             finance and M&A. Prior to this, he     of the Group Management Board
                                                                                 was managing director, business       of Arcelor and Deputy CEO, with
                                                                                 development and treasury at Mittal    responsibility for Flat Carbon Steel
                                                                                 Steel from January 2005 until its     including auto, coordination Brazil,
                                                                                 merger with Arcelor in 2006.          R&D and NSC alliance. The creation
                                                                                 Mr Maheshwari also serves on          of Arcelor in 2002 led to Mr Wurth’s
     From left to right Lakshmi N Mittal,
     Aditya Mittal, Davinder Chugh,
                                                                                 the board of directors of various     appointment as senior executive
     Peter Kukielski, Sudhir Maheshwari,                                         subsidiaries of ArcelorMittal.        vice president and CFO of Arcelor.
     Lou Schorsch, Gonzalo Urquijo,
     Michel Wurth




68
Overview
                                                                                                                                                     Our business
                                                                                                                                                     Sustainability
                                                                                                                                                     Performance
                                                                                                                                                     Governance
                                                                                                                                                     Financial statements
Management committee
Name                           Age1 Position
Bhikam Agarwal                 59 Executive vice president, head of finance
Vijay Bhatnagar                64 Executive vice president, CEO India and China
Davinder Chugh                 55 Member of the Group Management Board, responsible for shared services and member of the investment
                                  allocation committee
Jefferson de Paula             53 Executive vice president, CEO Long Carbon Americas
Phil du Toit                   59 Executive vice president, head of mining projects and exploration
Robrecht Himpe                 53 Executive vice president, CEO Flat Carbon Europe
Peter Kukielski                55 Member of the Group Management Board, head of Mining
Sudhir Maheshwari              48 Member of the Group Management Board, responsible for corporate finance, M&A and risk management and India
                                  and China operations
Aditya Mittal                  35 CFO, member of the Group Management Board, with additional responsibility for Flat Carbon Europe, investor
                                  relations and communications
Lakshmi N Mittal               61 Chairman and chief executive officer
Michael Pfitzner                62 Executive vice president, head of marketing and commercial coordination
Arnaud Poupart-Lafarge         46 Executive vice president, CEO Long Carbon Europe (including Annaba, Bosnia and Herzegovina, Ostrava and Sonasid)
Michael Rippey                 54 Executive vice president, CEO USA
Lou Schorsch                   62 Member of the Group Management Board, responsible for Flat Carbon Americas, group strategy, CTO, research and
                                  development, global automotive and member of the investment allocation committee
                                                                                                                                                           ArcelorMittal Annual Report 2011




Bill Scotting                  53 Executive vice president, head of strategy
Willie Smit                    54 Executive vice president, head of human resources
Gonzalo Urquijo                50 Member of the Group Management Board, responsible for AACIS (excluding China and India), Distribution
                                  Solutions, Tubular Products, corporate responsibility, investment allocation committee chairman
Michel Wurth                   57 Member of the Group Management Board, responsible for Long Carbon worldwide
1   Age on December 31, 2011


Additional members of the management committee include Augusto Espeschit de Almeida (CEO Long Carbon Central and South America),
Brian Aranha (chief marketing officer, global automotive and Flat Carbon Americas, commercial coordination), Benjamin Baptista (CEO Flat South
America), Bill Chisholm (CEO ArcelorMittal Mexico), Gregory Ludkovsky (global research and development), Jean-Luc Maurange (CEO Flat Carbon
Europe, business division south west), Nku Nyembezi-Heita (CEO ArcelorMittal South Africa), Geert Van Poelvoorde (CEO Flat Carbon Europe,
business division north), Sanjay Samaddar (CEO Flat Carbon Europe, business division east and CEO ArcelorMittal Poland), Juergen Schachler
(CEO ArcelorMittal Dofasco), Kleber Silva (mining operations), PS Venkat (CEO Long Carbon North America), Marc Vereecke (chief technology
officer, with additional responsibility for in-house manufacturing services) and Alain Le Grix (CEO Distribution Solutions).
                                                                                                                                                     69
Group structure




                                                                         ArcelorMittal


      Flat Carbon Americas            Flat Carbon Europe                 Long Carbon Americas
                                                                         and Europe


      ArcelorMittal   ArcelorMittal   ArcelorMittal      ArcelorMittal   Acindar         ArcelorMittal
      Brasil          USA             Atlantique et      Belgium                         Belval &
                                      Lorraine                                           Differdange




      ArcelorMittal   ArcelorMittal   ArcelorMittal      ArcelorMittal   ArcelorMittal   ArcelorMittal
      Lázaro          Dofasco         España             Flat Carbon     Brasil          Hamburg
      Cárdenas                                           Europe




                                      ArcelorMittal      ArcelorMittal   ArcelorMittal   ArcelorMittal
                                      Galati             Poland          Duisburg        Las Truchas




                                      ArcelorMittal      ArcelorMittal   ArcelorMittal   ArcelorMittal
                                      Méditerranée       Bremen          Gipuzkoa        Montreal




                                      ArcelorMittal      Industeel       ArcelorMittal   ArcelorMittal
                                      Eisenhüttenstadt   Belgium         Point Lisas     Ostrava




                                      Industeel                          ArcelorMittal   Sonasid
                                      France                             Warszawa




                                                                                         ArcelorMittal
                                                                                         Annaba




70
Overview
                                                                                            Our business
                                                                                            Sustainability
AACIS                           Mining                             Distribution Solutions




                                                                                            Performance
ArcelorMittal   ArcelorMittal   ArcelorMittal    ArcelorMittal           ArcelorMittal
Kryviy Rih      South Africa    Mines Canada     Kuzbass                 International
                                                                         Luxembourg




                                                                                            Governance
ArcelorMittal                   Minorca Mines    ArcelorMittal
Temirtau                                         Lázaro Cárdenas
                                                 Mining Assets




                                                                                            Financial statements
                                Hibbing          ArcelorMittal
                                Taconite Mines   Princeton




                                ArcelorMittal    ArcelorMittal
                                Mineração        Kryviy Rih
                                Serra Azul       Mining Assets




                                ArcelorMittal
                                Temirtau
                                Mining Assets
                                                                                                  ArcelorMittal Annual Report 2011




                                                                                                71
Corporate
     governance

                  This section provides a summary of Board of directors                       for foreign private issuers (the
                  the corporate governance practices                                          ‘NYSE standards’), (b) he or she is
                                                       Composition of the board
                  of ArcelorMittal.                                                           unaffiliated with any shareholder
                                                       of directors
                                                                                              owning or controlling more than 2%
                                                       The board of directors is in charge
                  Board of directors, Group of the overall governance and                     of the total issued share capital of
                                                                                              ArcelorMittal, and (c) the board
                  Management Board and direction of ArcelorMittal. It is                      of directors makes an affirmative
                  management committee responsible for the performance of                     determination to this effect. For
                                                       all acts of administration necessary
                                                                                              these purposes, a person is deemed
                  ArcelorMittal is governed by         or useful in furtherance of the
                                                                                              affiliated to a shareholder if he
                  a board of directors and managed     corporate purpose of ArcelorMittal,
                                                                                              or she is an executive officer, a
                  by a Group Management Board.         except for matters reserved by
                                                                                              director who also is an employee,
                  The Group Management Board           Luxembourg law or the articles of
                                                                                              a general partner, a managing
                  is assisted by a management          association to the general meeting
                                                                                              member or a controlling shareholder
                  committee.                           of shareholders. The articles of
                                                                                              of such shareholder. The 10
                                                       association provide that the board
                                                                                              Principles of Governance of the
                  A number of corporate governance of directors is composed of a              Luxembourg Stock Exchange, which
                  provisions in the articles of        minimum of three and a maximum
                                                                                              constitute ArcelorMittal’s domestic
                  association of ArcelorMittal reflect of 18 members, all of whom,             corporate governance code, require
                  provisions of the Memorandum of except the chief executive officer,          ArcelorMittal to define the
                  Understanding signed on June 25, must be non-executive directors.           independence criteria that
                  2006 (prior to Mittal Steel’s merger None of the members of the board       apply to its directors.
                  with Arcelor), amended in April      of directors, except for the chief
                  2008 and which mostly expired        executive officer, may hold an
                                                                                              In line with Luxembourg practice,
                  on August 1, 2009.                   executive position or executive
                                                                                              the articles of association do not
                                                       mandate within ArcelorMittal or any
                                                                                              require directors to be shareholders
                                                       entity controlled by ArcelorMittal.
                                                                                              of the company.
                                                       Mr Lakshmi N Mittal was elected
                                                                                            The articles of association provide
                                                       chairman of the board of directors
                                                                                            that directors are elected and
                                                       on May 13, 2008. Mr Mittal is
                                                                                            removed by the general meeting
                                                       also ArcelorMittal’s chief executive
                                                                                            of shareholders by a simple majority
                                                       officer. Mr Mittal was re-elected
                                                                                            of votes cast. Other than as set
                                                       to the board of directors for a
                                                                                            out in the company’s articles of
                                                       three-year term by the annual
                                                                                            association, no shareholder has any
                                                       general meeting of shareholders
                                                                                            specific right to nominate, elect or
                                                       on May 10, 2011.
                                                                                            remove directors. Directors are
                                                                                            elected by the general meeting of
                                                       The board of directors is comprised
                                                                                            shareholders for three-year terms.
                                                       of 10 members, of which nine are
                                                                                            In the event that a vacancy arises
                                                       non-executive directors and one
                                                                                            on the board of directors for any
                                                       is an executive director. The chief
                                                                                            reason, the remaining members
                                                       executive officer of ArcelorMittal
                                                                                            of the board of directors may by a
                                                       is the sole executive director.
                                                                                            simple majority elect a new director
                                                       Ms Suzanne P Nimocks was elected
                                                                                            to temporarily fulfill the duties
                                                       to the board of directors on January
                                                                                            attached to the vacant post
                                                       25, 2011, and Mr Bruno Lafont
                                                                                            until the next general meeting
                                                       was elected to the board of
                                                                                            of the shareholders.
                                                       directors in May 2011. Mr François
                                                       Pinault resigned in 2011. The board
                                                                                            None of the members of the board
                                                       of directors now therefore has one
                                                                                            of directors, including the executive
                                                       additional member.
                                                                                            director, have entered into service
                                                                                            contracts with ArcelorMittal or any
                                                       Seven of the ten members of the
                                                                                            of its subsidiaries that provide for
                                                       board of directors are independent.
                                                                                            any form of remuneration or for
                                                       A director is considered
                                                                                            benefits upon the termination of
                                                       ‘independent’ if (a) he or she is
                                                                                            their term. The remuneration of the
                                                       independent within the meaning
                                                                                            members of the board of directors
                                                       of the Listed Company Manual of
                                                                                            is determined on a yearly basis
                                                       the New York Stock Exchange, as
                                                                                            by the annual general meeting
                                                       amended from time to time, or any
                                                                                            of shareholders.
                                                       successor manual or provisions,
                                                       subject to the exemptions available




72
Overview
Operation of the board                  Each director has one vote and          Annual self-evaluation




                                                                                                                        Our business
of directors                            none of the directors, including        The board of directors decided in
                                        the chairman, has a casting vote.       2008 to start conducting an annual
General
                                        Decisions of the board of directors     self-evaluation of its functioning in
The board of directors may engage
                                        are made by a majority of the           order to identify potential areas
the services of external experts or
                                        directors present and represented       for improvement. The first
advisers as well as take all actions
                                        at a validly constituted meeting.       self-evaluation process was carried
necessary or useful to implement
                                                                                out in early 2009. The 2011
the company’s corporate purpose.
                                        Lead independent director               self-evaluation process was




                                                                                                                        Sustainability
The board of directors (including
                                        In April 2008, the board of             implemented through structured
its three committees) has its own
                                        directors created the role of lead      interviews between the lead
budget, which covers functioning
                                        independent director. His or her        independent director and each
costs such as external consultants,
                                        function is to:                         director and covers the overall
continuing education activities for
                                                                                performance of the board of
directors and travel expenses.          • coordinate the activities of the
                                                                                directors, its relations with senior
                                          independent directors,
                                                                                management, the performance
Meetings
                                        • liaise between the chairman of        of individual directors, and the




                                                                                                                        Performance
The board of directors meets when
                                          the board of directors and the        performance of the committees.
convened by the chairman of the
                                          independent directors,                The process is supported by the
board or any two members of the
                                                                                company secretary under the
board of directors. The board of        • call meetings of the independent
                                                                                supervision of the chairman and
directors holds physical meetings         directors when he or she
                                                                                the lead independent director.
at least on a quarterly basis as five      considers it necessary or
                                                                                The findings of the self-evaluation
regular meetings are scheduled per        appropriate, and
                                                                                process are examined by the
year. The board of directors holds
                                        • perform such other duties             appointments, remuneration and




                                                                                                                        Governance
additional meetings if and when
                                          as may be assigned to him             corporate governance (‘ARCG’)
circumstances require, in person
                                          or her by the board of directors      committee and presented with
or by teleconference and can take
                                          from time to time.                    recommendations from the
decisions by written circulation,
                                                                                ARCG committee to the board
provided that all members of the
                                        Mr Lewis B Kaden was elected            of directors for adoption and
board of directors agree.
                                        by the board of directors as            implementation. Suggestions
                                        ArcelorMittal’s first lead               for improvement of the board of
The board of directors held eight
                                        independent director in April 2008      directors’ process based on the




                                                                                                                        Financial statements
meetings in 2011. The average
                                        and remains lead independent            prior year’s performance and
attendance rate of the directors at
                                        director, having been re-elected as     functioning are implemented
the board of directors’ meetings
                                        a director for a three-year term on     during the following year.
was 96.6%.
                                        May 10, 2011.
                                                                          The 2011 board of directors’
In order for a meeting of the board
                                        The agenda of each meeting of the self-evaluation was completed
of directors to be validly held, a
                                                                          and discussed by the board in early
                                        board of directors is decided jointly
majority of the directors must be
                                        by the chairman of the board of   February 2012. Overall satisfaction
present or represented, including at
                                        directors and the lead independentwith the quality of the board
least a majority of the independent
                                        director.                         process increased compared with
directors. In the absence of the
                                                                          the previous year, based on high
chairman, the board of directors will
                                        Separate meetings of              participation levels by directors
appoint by majority vote a chairman
                                        independent directors             in the board of directors as well
for the meeting in question. The
                                        The independent members of the    as its committees in 2011 and the
chairman may decide not to
                                        board of directors may schedule   successful integration of the two
participate in a board of directors’
                                        meetings outside the presence of  new directors who joined the board
meeting, provided he has given a
                                        non-independent directors. Four   in 2011. The balance of the time
proxy to one of the directors who
                                        meetings of the independent       spent by the board of directors
will be present at the meeting. For
                                        directors outside the presence of on strategic and other specific
any meeting of the board of
                                        management and non-independent issues compared with the review
directors, a director may designate
                                        directors were held in 2011.      of financial and operational
another director to represent him
                                                                          results and performance was
or her and vote in his or her name,
                                                                          an issue identified to merit
provided that the director so
                                                                          further consideration.
                                                                                                                              ArcelorMittal Annual Report 2011




designated may not represent more
than one of his or her colleagues at
any time.




                                                                                                                        73
Corporate
     governance
     continued

                  The board of directors believes that    In 2011, the directors attended a      • ArcelorMittal’s system of internal
                  its members have the appropriate        total of four presentations made         control regarding finance,
                  range of skills, knowledge and          to them by internal specialists          accounting, legal compliance and
                  experience, as well as the degree       on specific areas of activity or          ethics that the board of directors
                  of diversity, necessary to enable it    corporate functions (e.g. human          and senior management have
                  to effectively govern the business.     resources, the Flat Carbon Europe        established; and
                  Board composition is reviewed on        segment) to enhance the directors’
                                                                                                 • ArcelorMittal’s auditing,
                  a regular basis and additional skills   knowledge in these areas and give
                                                                                                   accounting and financial reporting
                  and experience are actively searched    them the opportunity to ask
                                                                                                   processes generally.
                  for in line with the expected           questions directly to line managers.
                  development of ArcelorMittal’s          Site visits in France and Luxembourg
                                                                                                 The audit committee’s primary
                  business as and when appropriate.       were also conducted by members
                                                                                                 duties and responsibilities are to:
                                                          of the board of directors.
                  Continuing education program                                                   • be an independent and objective
                  To further bolster the skills of its    Board of directors’ committees           party to monitor ArcelorMittal’s
                  members, the board of directors         The board of directors has three         financial reporting process and
                  launched a continuous education         committees:                              internal controls system;
                  program in 2009. The topics to
                                                          • the audit committee;                 • review and appraise the
                  be addressed through the program
                                                                                                   audit efforts of ArcelorMittal’s
                  include areas of importance for the     • the appointments, remuneration
                                                                                                   independent auditors and internal
                  future growth and development             and corporate governance
                                                                                                   auditing department;
                  of the company (e.g. strategy,            committee; and
                  marketing, human resources,                                                    • provide an open avenue of
                                                          • the risk management committee.
                  industrial development, corporate                                                communication among the
                  governance, corporate responsibility,                                            independent auditors, senior
                                                          Audit committee
                  legal and regulatory). Additional                                                management, the internal audit
                                                          The audit committee must be
                  topics may be added at the request                                               department and the board of
                                                          composed solely of independent
                  of the members of the board of                                                   directors;
                                                          members of the board of directors.
                  directors. The education program
                                                          The members are appointed by the       • review major legal and compliance
                  usually consists of an introduction
                                                          board of directors each year after       matters and their follow up;
                  by recognized experts in the
                                                          the annual general meeting of
                  relevant fields, who may be                                                     • approve the appointment and
                                                          shareholders. All of the audit
                  practitioners or academics, followed                                             fees of the independent auditors;
                                                          committee members must be
                  by a facilitated discussion between                                              and
                                                          independent as defined in the
                  the presenter and the board of
                                                          Rule 10A-3 of the US Securities        • monitor the independence of the
                  directors. The members of the
                                                          Exchange Act of 1934, as                 independent auditors.
                  board of directors also have the
                                                          amended. The audit committee
                  opportunity to participate in
                                                          makes decisions by a simple         Since May 10, 2011, the audit
                  specific programs designed for
                                                          majority with no member having      committee consists of four
                  directors of publicly listed
                                                          a casting vote. The primary functionmembers: Mr Narayanan Vaghul
                  companies at reputable academic
                                                          of the audit committee is to assist (chairman), Mr Wilbur L Ross,
                  institutions and business schools.
                                                          the board of directors in fulfilling Mr Antoine Spillmann, and
                                                          its oversight responsibilities by   Mr Bruno Lafont, each of whom is
                                                          reviewing:                          an independent director according
                                                                                              to the NYSE standards and the
                                                          • the financial reports and other
                                                                                              10 Principles of Corporate
                                                            financial information provided by
                                                                                              Governance of the Luxembourg
                                                            ArcelorMittal to any governmental
                                                                                              Stock Exchange. The chairman of
                                                            body or the public;
                                                                                              the audit committee is Mr Vaghul.
                                                                                              Mr Bruno Lafont joined the board
                                                                                              of directors on May 10, 2011 and
                                                                                              was appointed by the board of
                                                                                              directors to the audit committee
                                                                                              on the same date.




74
Overview
According to its charter, the audit • consider any candidate for           The ARCG committee performs




                                                                                                                   Our business
committee is required to meet at      appointment or reappointment         an annual self-evaluation, which was
least four times a year. During       to the board of directors at the     completed in February 2012 with
2011, the audit committee met six     request of the board of directors    respect to its 2011 performance.
times. The average attendance rate    and provide advice and
of the directors at the audit         recommendations to it regarding      Risk management committee
committee meetings held in 2011       the same;                            In June 2009, the board of
was 90.0%.                                                                 directors created a risk
                                    • evaluate the functioning of the
                                                                           management committee to assist it




                                                                                                                   Sustainability
                                      board of directors and monitor
The audit committee performs an                                            with risk management, in line with
                                      the board of directors’ self-
annual self-evaluation, which was                                          recent developments in corporate
                                      assessment process; and
completed in February 2012 with                                            governance best practices and in
respect to its 2011 performance.    • develop, monitor and review          parallel with the creation of a group
                                      corporate governance                 risk management committee
Appointments, remuneration and        principles and corporate             (‘GRMC’) at the executive level.
corporate governance committee        responsibility policies applicable
The appointments, remuneration        to ArcelorMittal, as well as         The members are appointed by




                                                                                                                   Performance
and corporate governance              their application in practice.       the board of directors each year
committee (the ‘ARCG committee’)                                           after the annual general meeting of
is comprised since May 10, 2011     The ARCG committee’s principal         shareholders. The risk management
of four directors, each of whom     criteria in determining the            committee must be comprised of
is independent under the NYSE       compensation of executives             at least two members. At least
standards and the 10 Principles     is to encourage and reward             half of the members of the risk
of Corporate Governance of the      performance that will lead to          management committee must
Luxembourg Stock Exchange.          long-term enhancement of               be independent under the NYSE




                                                                                                                   Governance
                                    shareholder value. The ARCG            standards and the 10 Principles
The members are appointed by        committee may seek the advice          of Corporate Governance of the
the board of directors each year    of outside experts.                    Luxembourg Stock Exchange.
after the annual general meeting                                           The risk management committee
of shareholders. The ARCG           The four members of the ARCG           consists of three members:
committee makes decisions by a      committee are Mr Lewis B Kaden,        Mr Jeannot Krecké, Mr Antoine
simple majority with no member      HRH Prince Guillaume de                Spillmann and Ms Suzanne P
having a casting vote.              Luxembourg, Mr Narayanan Vaghul,       Nimocks. Ms Nimocks joined




                                                                                                                   Financial statements
                                    and Ms Suzanne P Nimocks, each of      the risk management committee
The board of directors has          whom is independent in accordance      on May 10, 2011. Mr Sudhir
established the ARCG committee to: with the NYSE standards and the         Maheshwari, a member of the
                                    10 Principles of Corporate             Group Management Board who
• determine, on its behalf and
                                    Governance of the Luxembourg           chairs the GRMC, is an invitee
  on behalf of the shareholders
                                    Stock Exchange. The chairman of        to the meetings of the risk
  within agreed terms of reference,
                                    the ARCG committee is Mr Kaden,        management committee.
  ArcelorMittal’s compensation
                                    Ms Nimocks joined the ARCG
  framework, including short and
                                    committee on May 10, 2011.             The risk management committee
  long-term incentives for the
                                                                           held a total of five meetings in
  chief executive officer, the chief
                                    The ARCG committee is required         2011. According to its charter, it is
  financial officer, the members of
                                    to meet at least twice a year.         required to meet at least four times
  the Group Management Board
                                    During 2011, this committee met        per year on a quarterly basis or
  and the members of the
                                    six times. The average attendance      more frequently if circumstances
  management committee;
                                    rate at the ARCG committee             so require. The average attendance
• review and approve succession     meetings held in 2011 was 100%.        rate at the risk management
  and contingency plans for key                                            committee meetings held in 2011
  managerial positions at the level                                        was 100%.
  of the Group Management Board
  and the management committee;
                                                                                                                         ArcelorMittal Annual Report 2011




                                                                                                                   75
Corporate
     governance
     continued

                  The members of the risk               • the review of proposals for            Group Management Board
                  management committee may                assessing, defining and reviewing       The Group Management Board
                  decide to appoint a chairman            the risk appetite/tolerance level      is entrusted with the day-to-day
                  by majority vote. Mr Spillmann          of the group and ensuring that         management of ArcelorMittal and
                  currently acts as chairman.             appropriate risk limits/tolerance      the implementation of the
                                                          levels are in place, with the aim of   company’s strategy. Mr Lakshmi N
                  Decisions and recommendations           helping to define the group’s risk      Mittal, the chief executive officer,
                  of the risk management committee management strategy;                          is the chairman of the Group
                  are adopted by a simple majority.                                              Management Board. On June 1,
                                                        • the review of the group’s internal
                  The chairman or, in the absence of                                             2011, Mr Louis Schorsch joined
                                                          and external audit plans to ensure
                  the chairman, any other member                                                 the Group Management Board.
                                                          that they include a review of the
                  of the risk management committee,                                              Mr Schorsch is in charge of Flat
                                                          major risks facing the
                  will report to the board of directors                                          Carbon Americas, group strategy,
                                                          ArcelorMittal group; and
                  at each of the latter’s quarterly                                              CTO, global automotive and
                  meetings or more frequently if        • making recommendations within          research and development.
                  circumstances so require. The risk      the scope of its charter to
                  management committee conducts           ArcelorMittal’s senior                 The members of the Group
                  an annual self-evaluation of its own management and to the board of            Management Board are appointed
                  performance and the review of its       directors about senior                 and dismissed by the board of
                  2011 performance was completed          management’s proposals                 directors. As the Group
                  in February 2012.                       concerning risk management.            Management Board is not a
                                                                                                 corporate body created by
                  The purpose of the risk              Transition committee                      Luxembourg law or ArcelorMittal’s
                  management committee is to           Following the spin-off of                 articles of association, it may
                  support the board of directors in    ArcelorMittal’s stainless and             exercise only the authority granted
                  fulfilling its corporate governance   specialty steels business into            to it by the board of directors.
                  and oversight responsibilities by    Aperam on January 25, 2011, an
                  assisting with the monitoring and    ad hoc transition committee was           In implementing ArcelorMittal’s
                  review of the risk management        formed in order to monitor the            strategic direction and corporate
                  framework and process of             implementation of the transitional        policies, the chief executive officer
                  ArcelorMittal. Its main              agreements entered into with              is supported by members of
                  responsibilities and duties are      Aperam. The transition committee          ArcelorMittal’s senior management,
                  to assist the board of directors     reviewed the terms and conditions         who have substantial experience in
                  by making recommendations            of the transitional services provided     the steel and mining industries
                  regarding the following matters:     to Aperam in the course of 2011 at        worldwide: the members of the
                                                       the sole meeting of the transition        Group Management Board and
                  • the oversight, development
                                                       committee, which took place in            the members of the management
                    and implementation of a risk
                                                       November 2011. The transition             committee.
                    identification and management
                                                       committee members are Mr Vaghul,
                    process and the review and
                                                       Mr Ross and Mr Kaden, with                Management committee
                    reporting on the same in a
                                                       Mr Kaden acting as chairman. The          The Group Management Board
                    consistent manner throughout
                                                       transition committee met once in          is assisted by a management
                    the ArcelorMittal group;
                                                       2011. The transition committee will       committee comprised of 24
                  • the review of the effectiveness of remain in place for a maximum of          members. The management
                    the group-wide risk management three years. The decision has been            committee discusses and prepares
                    framework, policies and process at taken that the transition committee       group decisions on matters of
                    corporate, segment and business will be reconducted in 2012 and              group-wide importance, integrates
                    unit levels, and the proposing of  will meet at the time of the review       the geographical dimension of the
                    improvements, with the aim         of the third quarter 2012 results.        group, ensures in-depth discussions
                    of ensuring that the group’s                                                 with ArcelorMittal’s operational and
                    management is supported by                                                   resources leaders, and shares
                    an effective risk management                                                 information about the situation
                    system;                                                                      of the group and its markets.
                  • the promotion of constructive
                    and open exchanges on risk
                    identification and management
                    among senior management
                    (through the GRMC), the board of
                    directors, the internal assurance
                    department, the legal department
                    and other relevant departments
                    within the ArcelorMittal group;




76
Overview
Succession planning                    Other corporate                    Ethics and conflicts of interest




                                                                                                                   Our business
Succession management at               governance practices               Ethics and conflicts of interest are
ArcelorMittal is a systematic and      ArcelorMittal is committed to applygoverned by ArcelorMittal’s code of
deliberate process for identifying     best practice standards in terms ofbusiness conduct, which establishes
and preparing employees with                                              the standards for ethical behavior
                                       corporate governance in its dealings
potential to fill key organizational    with shareholders and aims to      that are to be followed by all
positions should the current           ensure good corporate governance   employees and directors of
incumbent’s term expire. This          by applying rules on transparency, ArcelorMittal in the exercise of their
process applies to all ArcelorMittal                                      duties. They must always act in the
                                       quality of reporting and the balance




                                                                                                                   Sustainability
executives up to and including                                            best interests of ArcelorMittal and
                                       of powers. ArcelorMittal continually
the Group Management Board.            monitors US, European Union and    must avoid any situation in which
Succession management aims to          Luxembourg legal requirements      their personal interests conflict, or
ensure the continued effective         and best practices in order to     could conflict, with their obligations
performance of the organization        make adjustments to its corporate  to ArcelorMittal. Employees are
by providing for the availability of   governance controls and            prohibited from acquiring any
experienced and capable employees      procedures when necessary.         financial or other interest in any
who are prepared to assume these                                          business or participate in any




                                                                                                                   Performance
roles as they become available.      ArcelorMittal complies with the 10 activity that could deprive
                                     Principles of Corporate Governance ArcelorMittal of the time or the
For each position, candidates are    of the Luxembourg Stock Exchange attention needed to devote to the
identified based on performance       in all respects except for the       performance of their duties. Any
and potential and their ‘years to    recommendation to separate the       behavior that deviates from the
readiness’ and development needs posts of chairman of the board of        code of business conduct is to
are discussed and confirmed.          directors and chief executive        be reported to the employee’s
Regular reviews of succession        officer. The nomination of the        supervisor, a member of the




                                                                                                                   Governance
plans are conducted to ensure that same person to both positions          management, the head of the
they are accurate and up to date.    was approved in 2007 by the          legal department or the head of
Succession management is a           shareholders (with the significant    the internal assurance department.
necessary process to reduce risk,    shareholder abstaining) of Mittal
create a pipeline of future leaders, Steel Company N.V., which was at     Code of business conduct training
ensure smooth business continuity that time the parent company of         is offered throughout ArcelorMittal
and improve employee motivation. the combined ArcelorMittal group. on a regular basis in the form of
Although ArcelorMittal’s             Since that date, the rationale for   face-to-face trainings, webinars




                                                                                                                   Financial statements
predecessor companies each           combining the positions of chief     and online trainings. All new
had certain succession planning      executive officer and chairman of     employees of ArcelorMittal must
processes in place, the process has the board of directors has become acknowledge the code of business
been reinforced, widened and made even more compelling. The board         conduct in writing upon joining and
more systematic since 2006. The      of directors is of the opinion that  are periodically trained about the
responsibility to review and approve Mr Mittal’s strategic vision for the code of business conduct in each
succession plans and contingency     steel industry in general and for    location where ArcelorMittal has
plans at the highest level rests     ArcelorMittal in particular in his   operations. The code of business
with the board’s appointments,       role as CEO is a key asset to the    conduct is available in the
remuneration and corporate           company, while the fact that he is   ‘corporate governance – code
governance committee.                fully aligned with the interests of  of business conduct’ section
                                     the company’s shareholders means of ArcelorMittal’s website at
                                     that he is uniquely positioned to    www.arcelormittal.com
                                     lead the board of directors in his
                                     role as chairman. The combination In addition to the code of business
                                     of these roles was revisited at      conduct, ArcelorMittal has
                                     the annual general meeting of        developed a human rights policy
                                     shareholders of the company held     and a number of other compliance
                                     in May 2011, when Mr Lakshmi N policies in more specific areas, such
                                     Mittal was re-elected to the board
                                     of directors for another three year
                                     term by a strong majority.
                                                                                                                         ArcelorMittal Annual Report 2011




                                                                                                                   77
Corporate
     governance
     continued

                  as anti-trust, anti-corruption,          Internal assurance                     list of insiders as required by the
                  economic sanctions and insider           ArcelorMittal has an internal          Luxembourg market manipulation
                  dealing. In all these areas,             assurance function that, through       (abus de marché) law of May 9,
                  specifically targeted groups of           its head of internal assurance,        2006. The IDR compliance officer
                  employees are required to undergo        reports to the audit committee.        may assist senior executives and
                  specialized compliance training.         The function is staffed by full-time   directors with the filing of notices
                  Furthermore, ArcelorMittal’s             professional staff located within      required by Luxembourg law to be
                  compliance program also includes a       each of the principal operating        filed with the Luxembourg financial
                  quarterly compliance certification        subsidiaries and at the corporate      regulator, the CSSF (Commission de
                  process covering all business            level. Recommendations and             Surveillance du Secteur Financier).
                  segments and entailing reporting         matters relating to internal control   Furthermore, the IDR compliance
                  to the audit committee.                  and processes are made by the          officer has the power to conduct
                                                           internal assurance function and        investigations in connection with
                  Process for handling complaints          their implementation is regularly      the application and enforcement of
                  on accounting matters                    reviewed by the audit committee.       the IDR, in which any employee or
                  As part of the procedures of the                                                member of senior management or
                  board of directors for handling          Independent auditors                   of the board of directors is required
                  complaints or concerns about             The appointment and determination to cooperate.
                  accounting, internal controls and        of fees of the independent auditors
                  auditing issues, ArcelorMittal’s         is the direct responsibility of the    Selected new employees of
                  anti-fraud policy and code of            audit committee. The audit             ArcelorMittal are required to
                  business conduct encourage all           committee is further responsible       participate in a training course
                  employees to bring such issues to        for obtaining, at least once each      about the IDR upon joining
                  the audit committee’s attention on       year, a written statement from         ArcelorMittal and every three
                  a confidential basis. In accordance       the independent auditors that          years thereafter. The individuals
                  with ArcelorMittal’s anti-fraud and      their independence has not been        who must participate in the IDR
                  whistleblower policy, concerns           impaired. The audit committee          training include the members of
                  with regard to possible fraud or         has also obtained a confirmation        senior management, employees
                  irregularities in accounting, auditing   from ArcelorMittal’s principal         who work in finance, legal, sales,
                  or banking matters or bribery            independent auditors to the effect mergers and acquisitions and other
                  within ArcelorMittal or any of its       that none of its former employees areas that the company may
                  subsidiaries or other controlled         are in a position within ArcelorMittal determine from time to time. In
                  entities may also be communicated        that may impair the principal          addition, ArcelorMittal’s code of
                  through the ‘corporate responsibility    auditors’ independence.                business conduct contains a section
                  - ethics and governance –                                                       on ‘trading in the securities of the
                  whistleblower’ section of the            Measures to prevent insider            company’ that emphasizes the
                  ArcelorMittal website at                 dealing and market manipulation prohibition to trade on the basis
                  www.arcelormittal.com where              The board of directors of              of inside information. An online
                  ArcelorMittal’s anti-fraud policy        ArcelorMittal has adopted insider      interactive training tool based on
                  and code of business conduct are         dealing regulations (‘IDR’), which     the IDR was developed in 2010
                  also available on the ArcelorMittal      are updated when necessary and         and deployed across the group in
                  intranet in each of the main working     in relation to which training is       different languages in 2011
                  languages used within the group. In      conducted throughout the group.        through ArcelorMittal’s intranet,
                  recent years ArcelorMittal has           The IDR’s most recent version is       with the aim of enhancing the
                  implemented local whistleblowing         available on ArcelorMittal’s website, staff’s awareness of the risks
                  facilities, as needed.                   www.arcelormittal.com                  of sanctions applicable to
                                                                                                  insider dealing.
                  During 2011, a total of 100              The IDR apply to the worldwide
                  complaints relating to accounting        operations of ArcelorMittal. The
                  fraud were referred to the               company secretary of ArcelorMittal
                  company’s internal assurance team        is the IDR compliance officer and
                  (described below). Following review      answers questions that members of
                  by the audit committee, none of          senior management, the board of
                  these complaints was found to            directors, or employees may have
                  be significant.                           about the IDR’s interpretation. The
                                                           IDR compliance officer maintains a




78
Overview
                                        There are inherent limitations to     • provide reasonable assurance




                                                                                                                                                        Our business
Controls and procedures
                                        the effectiveness of any system of      that unauthorized acquisition, use
Disclosure controls and procedures      disclosure controls and procedures,     or disposition of ArcelorMittal’s     “Of all the stakeholders
We maintain disclosure controls         including the possibility of human      assets that could have a material      we work in partnership
and procedures that are designed        error and the circumvention or          effect on the financial statements      with, some of the most
to ensure that information required     overriding of the controls and          would be prevented or detected
to be disclosed in our reports in       procedures. Accordingly, even           on a timely basis.                     crucial for supporting
accordance with applicable laws         effective disclosure controls and                                              our commitment to
is properly recorded, processed,        procedures can only provide           Because of its inherent limitations,     sustainability, are




                                                                                                                                                        Sustainability
summarized and reported in a            reasonable assurance of achieving     internal control over financial           our suppliers. For this
timely manner and is accumulated        their control objectives.             reporting is not intended to
and communicated to management,                                               provide absolute assurance that          partnership to be
including the chief executive officer Management’s annual report               a misstatement of our financial           successful, we need
and chief financial officer, as        on internal control over financial        statements would be prevented            to build trust, and
appropriate, to allow timely         reporting                                or detected. In addition, projections    that can only come
decisions regarding required         Management is responsible                of any evaluation of effectiveness
disclosures. ArcelorMittal’s controlsfor establishing and maintaining         to future periods are subject to         with transparency




                                                                                                                                                        Performance
and procedures are designed to       adequate internal control over           the risk that controls may become        and good
provide reasonable assurance of      financial reporting. Internal control     inadequate because of changes in         communications.”
achieving their objectives.          over financial reporting is a process     conditions, or that the degree of
                                     designed to provide reasonable           compliance with the policies or         Davinder Chugh
We carried out an evaluation         assurance regarding the reliability      procedures may deteriorate.             Member of the Group
under the supervision, and with the of financial reporting and the                                                     Management Board,
participation of our management,     preparation of financial statements       Management assessed the                 responsible for shared services
including our chief executive officer for external purposes in accordance      effectiveness of internal control




                                                                                                                                                        Governance
and chief financial officer, of the    with generally accepted accounting       over financial reporting as of
effectiveness of the design and      principles.                              December 31, 2011 based upon
operation of our disclosure controls                                          the framework in ‘Internal Control
and procedures as of December 31, Our internal control over financial          – Integrated Framework’ issued
2011. Based on this evaluation, our reporting includes those policies         by the Committee of Sponsoring
chief executive officer and chief     and procedures that:
                                                                              Organizations of the Treadway
financial officer concluded that our • pertain to the maintenance of            Commission (‘COSO’). Based on
disclosure controls and procedures     records that, in reasonable detail,    this assessment, management




                                                                                                                                                        Financial statements
were effective as of December 31,      accurately and fairly reflect the       concluded that ArcelorMittal’s
2011 and provided reasonable           transactions and dispositions of       internal control over financial
assurance that information required the assets of ArcelorMittal;              reporting was effective as of
to be disclosed by us in the reports                                          December 31, 2011.
required to be published by          • provide reasonable assurance
ArcelorMittal is (1) recorded,         that transactions are recorded, as
processed, summarized and              necessary, to permit preparation
reported in a timely manner in         of financial statements in
accordance with applicable laws, and accordance with IFRS;
(2) accumulated and communicated • provide reasonable assurance
to our management, including our       that receipts and expenditures
chief executive officer and our chief   of ArcelorMittal are made in
financial officer, as appropriate, to    accordance with authorizations
allow timely decisions regarding       of ArcelorMittal’s management
required disclosures.                  and directors; and                                                                                                     ArcelorMittal Annual Report 2011




                                                                                                                                                        79
Corporate
     governance
     continued


                  Compensation
                  Board of directors compensation
                  The appointments, remuneration and corporate governance committee of ArcelorMittal’s board of directors
                  prepares proposals on the remuneration to be paid annually to the members of the board of directors.
                  The total annual compensation of the members of ArcelorMittal’s board of directors paid in 2010 and 2011
                  was as follows:

                                                                                                            2010             2011               2010             2011
                                                                                                      Short-term       Short-term         Long-term         Long-term
                  (Amounts in $ thousands except option                                              performance      performance             number           number
                  information)                                      20101             20111                related          related        of options          of RSUs
                  Lakshmi N Mittal                               $1,651        $1,7397                   $692           $2,074            56,500            12,500
                  Vanisha Mittal Bhatia                             172           174                       –                –                 –                 –
                  Narayanan Vaghul                                  219           220                       –                –                 –                 –
                  Suzanne P Nimocks2                                  –           179                       –                –                 –                 –
                  Wilbur L Ross, Jr                                 191           194                       –                –                 –                 –
                  Lewis B Kaden                                     264           264                       –                –                 –                 –
                  François Pinault3                                 159            11                       –                –                 –                 –
                  José Ramón Álvarez Rendueles
                  Medina4                                             71                –                      –                –                 –                 –
                  Bruno Lafont5                                        –              126                      –                –                 –                 –
                  John Castegnaro6                                    63                –                      –                –                 –                 –
                  Antoine Spillmann                                  212              213                      –                –                 –                 –
                  HRH Prince Guillaume
                  de Luxembourg                                     180           186                        –               –                –                 –
                  Jeannot Krecké                                    184           187                        –               –                –                 –
                  Total                                          3,366          3,493                     692           2,074           56,500             12,500
                  1   Compensation with respect to 2010 (paid after shareholder               3   Mr Pinault resigned effective as of January 25, 2011.
                      approval at the annual general meeting held on May 10, 2011)            4   The term of Mr Álvarez Rendueles Medina ended on May 11, 2010.
                      and attendance fees for 2010 amounting to approximately                 5   Mr Lafont was elected to ArcelorMittal’s board of directors effective
                      $0.3 million (paid in February 2011) are included in the 2010               May 10, 2011.
                      column. Compensation with respect to 2011 will be paid in               6   The term of Mr Castegnaro ended on May 11, 2010.
                      2012 and is included in the 2011 column.                                7   These sums include attendance fees of $13,000 paid in relation to
                  2   Ms Nimocks was elected to ArcelorMittal’s board of directors                2010. Payment of attendance fees has been suppressed in relation
                      effective January 25, 2011.                                                 to 2011. The base salary of the CEO has been increased by 3%
                                                                                                  effective from April 2011.




80
Overview
As of December 31, 2010 and 2011, ArcelorMittal did not have any outstanding loans or advances to members of its board of directors and,




                                                                                                                                                                                                           Our business
as of December 31, 2011, ArcelorMittal had not given any guarantees for the benefit of any member of its board of directors. None of the
members of the board of directors, including the executive director, benefit from an ArcelorMittal pension plan.

The following table provides a summary of the Restricted Share Units (RSU) and the options outstanding and the exercise price of the
options granted to ArcelorMittal’s board of directors as of December 31, 2011 (in 2003 and 2004, no options were granted to members
of ArcelorMittal’s board of directors; in 2011, RSUs were granted but no options):




                                                                                                                                                                                                           Sustainability
                                                                                                                                                                                              Weighted
                                                                                  Options granted in                                                             RSUs                           average
                                                                                                                                                               granted         Options    exercise price
                                          2002             2005            2006             2007                2008             2009            2010            2011            total1      of options1
Lakshmi N Mittal                     80,000         100,000         100,000            60,000              60,000           60,000          56,500          12,5001 516,500                  $35.62
Vanisha Mittal Bhatia                     –               –               –                 –                   –                –               –               –        –                       –
Narayanan Vaghul                          –               –               –                 –                   –                –               –               –        –                       –
Suzanne P Nimocks2                        –               –               –                 –                   –                –               –               –        –                       –
Wilbur L Ross                             –               –               –                 –                   –                –               –               –        –                       –




                                                                                                                                                                                                           Performance
Lewis B Kaden                             –               –               –                 –                   –                –               –               –        –                       –
François Pinault3                         –               –               –                 –                   –                –               –               –        –                       –
Bruno Lafont4
Antoine Spillmann                             –               –               –                   –                 –               –               –                –               –               –
HRH Prince Guillaume
de Luxembourg                              –              –                –                –                    –               –               –              –        –                        –
Jeannot Krecké                             –              –                –                –                    –               –               –              –        –                        –
Total                                80,000        100,000          100,000           60,000               60,000          60,000          56,500          12,5001 516,500                        –




                                                                                                                                                                                                           Governance
Exercise price5                       $2.15          $27.31          $32.07           $61.09               $78.44          $36.38          $30.66               –        –                   $35.62
Term (in years)                          10              10              10               10                   10              10              10               –        –                        –
                                      Apr. 5,       Aug. 23,          Sep. 1,          Aug. 2,              Aug. 5,         Aug. 4,         Aug. 3,
Expiration date                        2012           2015             2016             2017                 2018            2019            2020                    –               –               –
1   The RSUs granted are not included in the total or in the weighted average exercise price of        4   Mr Lafont was elected to ArcelorMittal’s board of directors effective May 10, 2011.
    options. The corresponding treasury shares will be transferred to the participant on               5   Due to the spin-off of Aperam on January 25, 2011, the strike price of outstanding options
    September 29, 2014.                                                                                    was reduced by 5% in line with the spin-off ratio. The table above reflects this adjustment.
2   Ms Nimocks was elected to ArcelorMittal’s board of directors effective January 25, 2011.




                                                                                                                                                                                                           Financial statements
3   Mr Pinault resigned effective as of January 25, 2011.


Senior management                                  During 2011, approximately $1.5                     Compensation philosophy                             Compensation framework
                                                   million was accrued by ArcelorMittal                ArcelorMittal’s compensation                        The appointments, remuneration
compensation                                       to provide pension benefits to                       philosophy for its senior managers                  and corporate governance
The total compensation paid                        senior management. No loans or                      is based on the following principles:               committee of ArcelorMittal’s board
in 2011 to members of                              advances to ArcelorMittal’s senior                                                                      of directors draws up proposals
                                                                                                       • provide total compensation
ArcelorMittal’s senior management                  management were made during                                                                             annually on senior management
                                                                                                         competitive with executive
(including Mr Lakshmi N Mittal in                  2011, and no such loans or                                                                              compensation for the board of
                                                                                                         compensation levels of a peer
his capacity as CEO) was $16.2                     advances were outstanding as                                                                            directors’ consideration. Such
                                                                                                         group composed of a selection
million in base salary (including                  of December 31, 2011.                                                                                   proposals relating to compensation
                                                                                                         of industrial companies of a
certain allowances paid in cash, such                                                                                                                      comprise the following elements:
                                                                                                         similar size and scope;
as allowances relating to car, petrol,             Compensation policy                                                                                     • fixed annual salary;
lunch and financial services) and                                                                       • encourage and reward
$17.2 million in short-term                        Scope                                                 performance that will lead                        • short-term incentives:
performance-related variable pay                   ArcelorMittal’s compensation                          to long-term enhancement                            performance bonus; and
consisting of a bonus linked to                    philosophy and framework apply                        of shareholder value;
                                                   to the following group of senior                                                                        • long-term incentives: stock
2010 results. The bonus linked to                                                        • promote internal pay equity                                       options (until May 2011),
2010 results was paid fully in cash,               managers:
                                                                                           and provide ‘market’ median                                       restricted share units and
unlike the bonus linked to the 2009                • the chief executive officer;           (determined by reference to its                                   performance share units
results which was paid partly in                                                           identified peer group) base pay                                    (after May 2011).
2009 and partly in 2010, and                       • the seven members of the Group
                                                     Management Board; and                 levels for ArcelorMittal’s senior
partly in cash and partly in                                                               managers with the possibility                                   Fixed annual salary
share-based compensation.                          • the ten executive vice presidents.    to move up to the third quartile                                Base salary levels are reviewed
                                                                                                                                                                                                                 ArcelorMittal Annual Report 2011




The base salaries were increased                                                           of the market base pay levels                                   annually to ensure that ArcelorMittal
by an average percentage of 2.7%                   The compensation philosophy and         depending on performance over                                   remains competitive with market
(promotions not included) effective                governing principles also apply, with time; and                                                         median base pay levels.
April 2011.                                        certain limitations, to a wider group
                                                   of employees that includes vice       • promote internal pay equity and
                                                   presidents, general managers and        target total direct compensation
                                                   managers.                               (base pay, bonus, and long-term
                                                                                           incentives) levels for senior
                                                                                           managers at the third quartile
                                                                                           percentile of the market.




                                                                                                                                                                                                              81
Corporate
     governance
     continued

                  Short-term incentives:                 • health and safety performance        For executive vice presidents
                  performance bonus                        at group level: 20%.                 in charge of shared services or
                  ArcelorMittal has a short-term                                                corporate departments, the 2011
                  incentive plan in place which          Ebitda operating as a ‘circuit         performance bonus formula is
                  consists of a performance bonus        breaker’ for financial measures         based on:
                  plan. The performance of the           means that the 80% threshold
                                                                                              • Ebitda at group level: 30%
                  ArcelorMittal group as a whole,        described above must be met for
                                                                                                (acts as circuit breaker for
                  the performance of the relevant        Ebitda in order to trigger any bonus
                                                                                                financial performance measures,
                  business units, the achievement        payment with respect to the Ebitda
                                                                                                as explained above);
                  of objectives specific to the           and OFCF performance measures.
                  department, and the individual                                              • OFCF at group level: 20%;
                  employee’s overall performance         For the chief executive officer,
                                                                                              • health and safety performance
                  and potential determine the            the performance bonus at 100%
                                                                                                at group level: 10% on the
                  outcome of the bonus calculation       achievement of the business plan
                                                                                                average group lost time injury
                  for each employee.                     is equal to 100% of base salary.
                                                                                                frequency rate;
                                                         For the members of the Group
                  The calculation of ArcelorMittal’s     Management Board and the             • budget of the department:
                  2011 performance bonus is aligned      executive vice presidents, the         20%; and
                  with ArcelorMittal’s strategic         target is set at 80% and 60%
                                                                                              • quantified specific measures: 20%.
                  objectives of improving health and     of base salary, respectively, with
                  safety performance and our overall     a few exceptions for individuals
                                                                                              The different performance
                  competitiveness:                       whose employment agreements
                                                                                              measures are combined through
                                                         provide for a higher percentage
                  • no performance bonus will be                                              a cumulative system: each measure
                                                         for historical reasons.
                    triggered if the achievement level                                        is calculated separately and is added
                    of the performance measures is                                            up for the performance bonus
                                                         For executive vice presidents
                    less than the threshold of 80%;                                           calculation.
                                                         outside of the corporate
                  • achievement of 100% of the           departments and shared services,
                                                                                              The individual performance and
                    performance measure yields           the 2011 bonus formula contains
                                                                                              potential assessment ratings define
                    100% of the performance bonus        the same measures as described
                                                                                              the individual bonus multiplier that
                    pay-out; and                         above, with more weight attributed
                                                                                              will be applied to the performance
                                                         to these measures at the level of
                  • achievement of more than                                                  bonus calculated based on actual
                                                         their respective business areas:
                    100% and up to a ceiling of 120%                                          performance against the
                    of the performance measures          • Ebitda at group level: 20%;        performance measures. Those
                    generates a higher performance                                            individuals who consistently
                                                         • Ebitda at business unit level:
                    bonus pay-out, except as                                                  perform at expected levels will
                                                           30% (this acts as circuit breaker
                    explained below.                                                          have an individual multiplier of 1.
                                                           with respect to the financial
                                                                                              For outstanding performers, an
                                                           performance measures, as
                  The performance bonus for                                                   individual multiplier of up to 1.3
                                                           explained above);
                  each individual is expressed as a                                           may cause the performance bonus
                  percentage of his or her annual base   • OFCF at business unit level        pay-out to be higher than 150% of
                  salary. Performance bonus pay-outs       (which is a function of Ebitda,    the target bonus, up to 195% of
                  may range from 50% of the target         capex and operating working        target bonus being the absolute
                  bonus, for achievement of                capital (‘OWC’); the OWC           maximum. Similarly, a reduction
                  performance measures at the              average over the full year is      factor will be applied for those at
                  threshold (80%), to up to 150%           taken into account): 30%; and      the lower end. No bonus pay-out is
                  for an achievement at or in excess                                          a possible outcome for substandard
                                                         • health and safety performance at
                  of the ceiling of 120%. Between                                             performance.
                                                           business unit level: 20%.
                  the 80% threshold and the 120%
                  ceiling, the performance bonus                                                The principles of the performance
                                                         For the ArcelorMittal Distribution
                  is calculated on a proportional,                                              bonus plan, with different weight
                                                         Services (‘AMDS’) and Mining
                  straight-line basis.                                                          for performance measures and
                                                         segments, the above mentioned
                                                                                                different levels of target bonus,
                                                         measures have been adapted to
                  For the chief executive officer and                                            are applicable to about 2,000
                                                         the specific characteristics of these
                  the other members of the Group                                                employees worldwide.
                                                         businesses. For AMDS, the Ebitda
                  Management Board, the 2011
                                                         at business level parameter (30%
                  bonus formula is based on:
                                                         weighting) is replaced by return
                  • Ebitda at group level: 60%           on capital employed (‘ROCE’).
                    (this acts as ‘circuit breaker’ with Mining, OFCF and Ebitda at
                    respect to group-level financial      business level are reduced to a
                    performance measures, as             weighting of 15% each and an
                    explained below);                    additional parameter is given a
                                                         weighting of 30%: the Mining
                  • operating free cash flow (‘OFCF’)
                                                         total shipment volumes for iron
                    at group level: 20%; and
                                                         ore and coal.




82
Overview
Other benefits                           For the period from the May             employment with the company




                                                                                                                      Our business
In addition to the compensation         2011 annual general shareholders’       and the fulfillment of targets
elements described above,               meeting to the annual general           related to the following
other benefits may be provided           meeting of shareholders to be           performance measures: return
to members of the Group                 held in May 2012, a maximum of          on capital employed (ROCE) and
Management Board, the                   2,500,000 RSUs may be allocated         total cost of employment (in $
management committee and                to eligible employees under the RSU     a tonne) for the steel business
in certain cases other employees.       plan. The RSU plan targets the 500      (TCOE) and the Mining volume
These other benefits can include         to 800 most senior managers             plan 2011 for the Mining segment.




                                                                                                                      Sustainability
insurance, housing (in cases            across the ArcelorMittal group,         Each performance measure has a
of international mobility), car         including the chief executive officer,   weighting of 50%. In case the
allowances, and tax assistance          the other Group Management              level of achievement of both
for employees on international          Board members and the executive         performance targets together
assignments.                            vice presidents. In September           is below 80%, there is no
                                        2011, a total of 1,303,515 shares       vesting, and the rights are
Long-term incentives:                   under the RSU plan were granted         automatically forfeited.
equity based incentives                 to a total of 772 employees.




                                                                                                                      Performance
                                                                                The allocation of RSUs and PSUs
Share unit plan: RSUs and PSUs
                                      The PSU plan                              to members of the Group
The annual shareholders’ meeting
                                      The PSU plan’s main objective is          Management Board and the
on May 10, 2011 approved a new
                                      to be an effective performance-           management committee under
equity-based incentive plan to
                                      enhancing scheme based on the             the RSU plan and the PSU plan is
replace the global stock option plan.
                                      employee’s contribution to the            reviewed by the appointments,
The new plan comprises a restricted
                                      eligible achievement of the               remuneration and corporate
share unit plan (‘RSU plan’) and a
                                      company’s strategy. Awards                governance committee, comprised




                                                                                                                      Governance
performance share unit plan (‘PSU
                                      under the PSU plan are subject            of four independent directors,
plan’) designed to incentivize the
                                      to the fulfillment of cumulative           which makes a recommendation
targeted employees, to improve
                                      performance criteria over a               to the full board of directors. The
the long-term performance of
                                      three-year period from the date           appointments, remuneration and
the company and to retain key
                                      of the PSU grant. The employees           corporate governance committee
employees. Both the RSU plan
                                      eligible to participate in the PSU        also reviews the proposed grants
and the PSU plan are intended to
                                      plan are a sub-set of the group           of RSUs and PSUs to eligible
promote the alignment of interests
                                      of employees eligible to participate      employees other than the members




                                                                                                                      Financial statements
between the company’s
                                      in the RSU plan. The target group         of the Group Management Board
shareholders and eligible employees
                                      for PSU grants is primarily the           and the management committee
by allowing them to participate in
                                      chief executive officer, the               and the principles governing their
the success of the company.
                                      other members of the Group                proposed allocation. The committee
                                      Management Board, the                     also decides the criteria for
The maximum number of restricted
                                      executive vice presidents                 granting PSUs and makes its
share units (each, an ‘RSU’) and
                                      and the vice presidents.                  recommendation to the board of
performance share units (each, a
                                                                                directors. These criteria are based
‘PSU’) available for grant during any
                                      For the period from the May 2011          on the principle of rewarding
given year is subject to the prior
                                      annual general shareholders’              performance upon the achievement
approval of the company’s
                                      meeting to the annual general             of clear and measurable metrics for
shareholders at the annual
                                      meeting of shareholders to be held        shareholder value creation.
general meeting.
                                      in May 2012, a maximum of
                                      1,000,000 PSUs may be allocated
The RSU plan
                                      to eligible employees under the
The aim of the RSU plan is to
                                      PSU plan.
provide a retention incentive to
eligible employees. It is subject
                                      The allocation of PSUs is expected
to ‘cliff vesting’ after three years,
                                      to take place in March 2012.
with 100% of the grant vesting on
the third anniversary of the grant
                                      PSUs will vest three years after
contingent upon the continued
                                      their date of grant subject to the
active employment of the eligible
                                      eligible employee’s continued
employee within the ArcelorMittal
                                                                                                                            ArcelorMittal Annual Report 2011




group. The RSUs are an integral part
of the company’s remuneration
framework in which it serves the
specific objective of medium-term
and long-term retention.




                                                                                                                      83
Corporate
     governance
     continued

                  The global stock option plan          first three anniversaries of the   The fair values for options and
                  Prior to the adoption of the          grant date, or, in total, upon theother share-based compensation
                  share unit plan described above,      death, disability or retirement   are recorded as expenses in the
                  ArcelorMittal’s equity based          of the participant.               consolidated statements of
                  incentive plan took the form of                                         operations over the relevant
                  a stock option plan called the      With respect to the spin-off        vesting or service periods, adjusted
                  global stock option plan.           of Aperam, an addendum to the       to reflect actual and expected levels
                                                      ArcelorMittal global stock option   of vesting. The fair value of each
                  Under the terms of the              plan 2009-2018 was adopted to       option grant to purchase
                  ArcelorMittal global stock option   reduce by 5% the exercise prices of ArcelorMittal common shares is
                  plan 2009-2018 (which replaced existing stock options. This change estimated on the date of grant
                  the ArcelorMittal shares plan that  is reflected in the information      using the Black-Scholes-Merton
                  expired in 2009), ArcelorMittal may given below.                        option pricing model with the
                  grant options to purchase common                                        weighted average assumptions
                  stock to senior management of       On August 3, 2010, ArcelorMittal (based on year of grant and
                  ArcelorMittal and its associates    granted 5,864,300 options under recalculated at the spin-off date
                  for up to 100,000,000 shares of     the ArcelorMittal global stock      of the stainless steel business)
                  common stock. The exercise price    option plan 2009-2018 to a group shown below.
                  of each option equals not less      of key employees at an exercise
                  than the fair market value of       price of $32.27 per share. The
                  ArcelorMittal stock on the grant    options expire on August 3, 2020.
                  date, with a maximum term of        No options were granted in 2011
                  10 years. Options are granted at    (RSUs were granted; see ‘restricted
                  the discretion of ArcelorMittal’s   share units (RSUs) and performance
                  appointments, remuneration and      share units (PSUs)’ above).
                  corporate governance committee,
                  or its delegate. The options vest
                  either ratably upon each of the




                                                                                             Initial exercise prices   New exercise prices
                  Year of grant                                                                        (per option)          (per option)
                  August 2008                                                                          $82.57                  $78.44
                  December 2007                                                                         74.54                   70.81
                  August 2007                                                                           64.30                   61.09
                  June 2006                                                                             38.99                   37.03
                  August 2009                                                                           38.30                   36.38
                  September 2006                                                                        33.76                   32.07
                  August 2010                                                                           32.27                   30.66
                  August 2005                                                                           28.75                   27.31
                  December 2008                                                                         23.75                   22.56
                  November 2008                                                                         22.25                   21.14
                  April 2002                                                                             2.26                    2.15



                                                                                                                                    2010
                  Exercise price                                                                                               $30.66
                  Dividend yield                                                                                                2.02%
                  Expected annualized volatility                                                                                  50%
                  Discount rate-bond equivalent yield                                                                           3.21%
                  Weighted average share price                                                                                 $30.66
                  Expected life in years                                                                                          5.75
                  Fair value per option                                                                                        $17.24




84
Overview
The expected life of the options       of the spin-off of Aperam, the            Option activity with respect




                                                                                                                           Our business
is estimated by observing general      fair values of the stock options          to ArcelorMittalShares and
option holder behavior and actual      outstanding have been recalculated        ArcelorMittal global stock option
historical lives of ArcelorMittal      with the modified inputs of the            plan 2009-2018 is summarized
stock option plans. In addition, the   Black-Scholes-Merton option               below as of and for each of the
expected annualized volatility has     pricing model, including the              years ended December 31, 2009,
been set by reference to the implied   weighted average share price,             2010 and 2011.
volatility of options available on     exercise price, expected volatility,
ArcelorMittal shares in the open       expected life, expected dividends,        For RSUs, the fair value determined




                                                                                                                           Sustainability
market, as well as historical          the risk-free interest rate and an        at the grant date is expensed on
patterns of volatility.                additional expense of $11 million         a straight line method over the
                                       has been recognized in the year           vesting period and adjusted for the
The compensation expense               ended December 31, 2011 for               effect of non-market-based
recognized for stock option plans      the current and past periods.             vesting conditions. In 2011, the
was $176 million, $133 million and                                               compensation expense recognized
$73 million for each of the years                                                for the RSUs granted was $2 million.
ended December 31, 2009, 2010,




                                                                                                                           Performance
and 2011, respectively. At the date




                                                                                                                           Governance
                                                                                                                           Financial statements
                                                                                                              Weighted
                                                                                             Range of           average
                                                                     Number of         exercise prices    exercise price
                                                                       options           (per option)      (per option)
Outstanding, December 31, 2009                              24,047,380            $2.26–82.57              $55.22
Granted                                                       5,864,300                  32.27              32.27
Exercised                                                     (371,200)             2.26–33.76              21.27
Forfeited                                                     (223,075)            28.75–82.57              53.42
Expired                                                       (644,431)             2.26–82.57              49.55
Outstanding, December 31, 2010                              28,672,974             2.26–82.57               50.95
Exercised                                                     (226,005)             2.15–32.07              27.57
Forfeited                                                     (114,510)            27.31–78.44              40.26
Expired                                                       (662,237)            15.75–78.44              57.07
Outstanding, December 31, 2011                              27,670,222             2.15–78.44               48.35
Exercisable, December 31, 2011                               21,946,104             2.15–78.44              52.47
Exercisable, December 31, 2010                               16,943,555             2.26–82.57              56.59
Exercisable, December 31, 2009                               11,777,703             2.26–82.57              52.46

The following table summarizes certain information regarding total stock options of the company outstanding
as of December 31, 2011:

Options outstanding
                                                                Weighted                Options
                                                                  average            exercisable
Exercise prices                                Number of   contractual life          (number of
(per option)                                     options        (in years)              options)              Maturity
                                                                                                                                 ArcelorMittal Annual Report 2011




78.44                                      6,468,150               6.60           6,468,150     August 5, 2018
70.81                                         13,000               5.95              13,000 December 11, 2017
61.09                                      4,753,137               5.59           4,753,137     August 2, 2017
37.03                                      1,268,609               1.50           1,268,609      June 30, 2013
36.38                                      5,889,296               7.60           3,988,364     August 4, 2019
32.07                                      2,040,380               4.67           2,040,380 September 1, 2016
30.66                                      5,772,634               8.60           1,949,448     August 3, 2020
27.31                                      1,244,936               3.65           1,244,936    August 23, 2015
22.56                                         32,000               6.96              32,000 December 15, 2018
21.14                                         20,585               6.87              20,585 November 10, 2018
2.15                                         167,495               0.26             167,495       April 5, 2012
$2.15–78.44                               27,670,222               6.51          21,946,104

                                                                                                                           85
Corporate
     governance
     continued


                 Share ownership                        RSUs, the corresponding shares will Pursuant to the ESPP 2010, eligible
                                                        be transferred to the beneficiaries   employees could apply to purchase
                 As of December 31, 2011,               on September 29, 2014.               a number of shares not exceeding
                 the aggregate beneficial share                                               that number of whole shares equal
                 ownership of ArcelorMittal             In 2003 and 2004, no options         to the lower of 200 shares and the
                 directors and senior management        were granted to members of Mittal number of whole shares that may
                 (26 individuals) totaled 2,438,436     Steel’s senior management.           be purchased for $15,000, rounded
                 ArcelorMittal shares (excluding                                             down to the nearest whole number
                 shares owned by ArcelorMittal’s        In accordance with the Luxembourg of shares.
                 significant shareholder and including   Stock Exchange’s 10 Principles of
                 options to acquire 1,840,202           Corporate Governance, non-           The purchase price was equal to
                 ArcelorMittal common shares that       executive members of                 the average of the opening and the
                 are exercisable within 60 days of      ArcelorMittal’s board of directors   closing prices of the ArcelorMittal
                 December 31, 2011), representing       do not receive share options,        share trading on the NYSE on
                 0.16% of the total issued share        RSUs or PSUs.                        the exchange day immediately
                 capital of ArcelorMittal. Excluding                                         preceding the opening of the
                 options to acquire ArcelorMittal       Employee share purchase plan         subscription period, which is
                 common shares, these 26                (ESPP)                               referred to as the ‘reference price’,
                 individuals beneficially own            The annual general shareholders’     less a discount equal to:
                 598,234 ArcelorMittal common           meeting held on May 11, 2010
                 shares. Other than the significant                                           • 15% of the reference price for
                                                        adopted an employee share
                 shareholder, each director and                                                a purchase order not exceeding
                                                        purchase plan (the ‘ESPP 2010’)
                 member of senior management                                                   the lower of 100 shares and the
                                                        as part of a global employee
                 beneficially owns less than 1%                                                 number of shares (rounded down
                                                        engagement and participation
                 of ArcelorMittal’s shares.                                                    to the nearest whole number)
                                                        policy. As with the previous
                                                                                               corresponding to an investment
                                                        employee share purchase plans
                 In 2009, the percentage of total                                              of $7,500 (the first cap); and
                                                        implemented in 2008 and 2009,
                 common shares (including treasury                                             thereafter,
                                                        the ESPP 2010’s goal was to
                 stock) in the possession of the        strengthen the link between the      • 10% of the reference price
                 significant shareholder decreased       group and its employees and to         for any additional acquisition of
                 from 43.05% to 40.84% as a result      align the interests of ArcelorMittal   shares up to a number of shares
                 of an offering of new shares of        employees and shareholders. The        (including those in the first cap)
                 which the significant shareholder       main features of the plan, which       not exceeding the lower of 200
                 acquired 10%. The ownership of         was implemented in November            shares and the number of shares
                 the significant shareholder increased   2010, are outlined below:              (rounded down to the nearest
                 in 2010, and was 40.87% as of                                                 whole number) corresponding
                 December 31, 2010.                     The ESPP 2010 was offered              to an investment of $15,000
                                                        to 183,560 employees in 21             (the second cap).
                 In 2010, the number of                 jurisdictions. ArcelorMittal offered
                 ArcelorMittal options granted to       a maximum total number of            All shares purchased under the ESPP
                 directors and senior management        2,500,000 shares (0.16% of the       2008, 2009 and 2010 are held
                 (including the significant              current issued shares on a fully     in custody for the benefit of the
                 shareholder) was 643,900 at an         diluted basis). A total of 164,171   employees in global accounts with
                 exercise price of $30.66. The          shares were subscribed, 1,500 of     BNP Paribas Securities Services,
                 options vest either ratably upon       which were subscribed by members except for shares purchased by
                 each of the first three anniversaries   of the Group Management Board        Canadian and US employees, which
                 of the grant date (or in total upon    and the management committee         are held in custody in one global
                 the death, disability or retirement    of the company. The subscription     account with Computershare, which
                 of the grantee) and expire ten years   price was $34.62 before discounts. recently acquired the shareowner
                 after the grant date. In 2011, the     The subscription period ran from     services business of The Bank of
                 number of ArcelorMittal RSUs           November 16, 2010 until              New York Mellon.
                 granted to directors and senior        November 25, 2010 and was
                 management (including the              settled with treasury shares on
                 significant shareholder) was            January 10, 2011.
                 132,500; upon vesting of the




86
Overview
Shares purchased under the plan                  During this period, and subject to                  that will be exclusively controlled




                                                                                                                                                                                                          Our business
are subject to a three-year lock-up              the early exit events, dividends                    by Aperam, except in certain
period as from the settlement date,              paid on shares are held for the                     jurisdictions where termination
except for the following early exit              account of the employee and                         of employment is not an early
events: permanent disability of                  accrue interest. Employee                           exit event; and
the employee, termination of the                 shareholders are entitled to any
                                                                                                   • the Aperam shares to be
employee’s employment or death                   dividends paid by ArcelorMittal
                                                                                                     received by ESPP participants
of the employee. At the end of                   after the settlement date and they
                                                                                                     will be blocked in line with the
this lock-up period, the employees               are entitled to vote their shares.




                                                                                                                                                                                                          Sustainability
                                                                                                     lock-up period applicable to the
will have a choice either to sell their
                                                                                                     ArcelorMittal shares in relation
shares (subject to compliance with               With respect to the spin-off
                                                                                                     to which the Aperam shares are
ArcelorMittal’s insider dealing                  of ArcelorMittal’s stainless and
                                                                                                     allocated based on a ratio of
regulations) or keep their shares                specialty steels business, an
                                                                                                     one Aperam share for 20
and have them delivered to their                 addendum to the charter of the
                                                                                                     ArcelorMittal shares.
personal securities account, or                  2008, 2009 and 2010 ESPPs
make no election, in which case                  was adopted providing, among
shares will be automatically sold.               other measures, that:




                                                                                                                                                                                                          Performance
Shares may be sold or released
                                                 • the spin-off shall be deemed
within the lock-up period in the
                                                   an early exit event for the
case of early exit events.
                                                   participants who will be
                                                   employees of one of the entities




                                                                                                                                                                                                          Governance
The following table summarizes outstanding share options and RSUs, as of December 31, 2011, granted to the members of senior management




                                                                                                                                                                                                          Financial statements
of ArcelorMittal (or its predecessor company Mittal Steel, prior to 2007).

                                                                                Year of grant                                                     RSU year of                       Average weighted
                                  2002            2005            2006            2007               2008             2009             2010       grant 2011             Total1,2       exercise price2
Senior managers
(including
significant
shareholder)               105,000         247,180         333,372          471,000             529,000        588,000          568,450          132,500 2,984,717
Exercise price3              $2.15           $27.31         $32.07           $61.09              $78.44         $36.38           $30.66                –         –                        $44.08
Term (in years)                 10               10             10               10                  10             10               10                –         –                             –
                             Apr. 5,        Aug. 23,         Sep. 1,          Aug. 2,             Aug. 5,        Aug. 4,          Aug. 3,
Expiration date               2012            2015            2016             2017                2018           2019             2020                    –                –                      –
1   The 110,715 options granted by Arcelor in 2006 for an exercise price of €28.62       2   The RSUs granted are not included in the total or in the weighted average exercise price of options.
    (at a conversion rate of 1 euro = 1.2939 US dollars) and 32,000 options granted on   3   Due to the spin-off of Aperam on January 25, 2011, the exercise price of outstanding options
    December 15, 2008 at an exercise price of $22.56 have been included in the total         was reduced by 5% in line with the spin-off ratio. The table above reflects this adjustment.
    number of options and the average weighted exercise price.
                                                                                                                                                                                                                ArcelorMittal Annual Report 2011




                                                                                                                                                                                                          87
Major shareholders
     and related party
     transactions
                          Major shareholders                                 The following table sets forth        ArcelorMittal by BNP Paribas
                                                                             information as of December 31,        Securities Services in Amsterdam,
                          As of December 31, 2011,                           2011 with respect to the beneficial    or directly on ArcelorMittal’s
                          the authorized share                               ownership of ArcelorMittal            Luxembourg shareholder
                                                                             common shares by each person          register without being held
                          capital of ArcelorMittal                           who is known to be the beneficial      on ArcelorMittal’s local Dutch
                          consisted of 1,617,000,000                         owner of more than 5% of the          shareholder register. Under
                          common shares, without                             shares and all directors and senior   Luxembourg law, the ownership of
                          nominal value. At                                  management as a group.                registered shares is evidenced by
                                                                                                                   the inscription of the name of the
                          December 31, 2011,                                 The ArcelorMittal common shares       shareholder, the number of shares
                          1,560,914,610 common                               may be held in registered form only. held by such shareholder and the
                          shares, compared to                                Registered shares may consist of (a) amount paid up on each share in
                          1,560,914,610 common                               shares traded on the NYSE, or New the shareholder register of
                                                                             York Shares, which are registered in ArcelorMittal.
                          shares at December 31,                             a register kept by or on behalf of
                          2010, were issued and                              ArcelorMittal by its New York         At December 31, 2011, there
                          1,548,951,866 common                               transfer agent, (b) shares traded on were 2,653 shareholders other
                          shares, compared to                                Euronext Amsterdam by NYSE            than the significant shareholder,
                                                                             Euronext, Euronext Paris by NYSE      Mr Mittal and Mrs Mittal holding
                          1,548,561,690 common                               Euronext, the regulated market of an aggregate of 52,994,104
                          shares at December 31,                             the Luxembourg Stock Exchange         ArcelorMittal common shares
                          2010, were outstanding.                            and the Spanish Stock Exchanges       registered in ArcelorMittal’s
                                                                             (Madrid, Bilbao, Valencia and         shareholder register, representing
                                                                             Barcelona), which are registered      approximately 3% of the
                                                                             in ArcelorMittal’s shareholders’      common shares issued
                                                                             register, or (c) ArcelorMittal        (including treasury shares).
                                                                             European Register Shares, which
                                                                             are registered in a local shareholder
                                                                             register kept by or on behalf of


                                                                                                                                      ArcelorMittal common shares1
                                                                                                                                             Number                        %
                          Significant shareholder2                                                                                638,063,696                          40.88
                          Treasury stock3                                                                                          9,663,709                           0.62
                          Other public shareholders                                                                              913,187,205                          58.50
                          Total                                                                                               1,560,914,610                          100.00
                          Of which: directors and senior management4,5                                                             2,438,436                           0.16
                          1   For purposes of this table, a person or group of persons is deemed to       Lumen Investments S.à r.l. Accordingly, Mr Mittal is the beneficial
                              have beneficial ownership of any ArcelorMittal common shares as of          owner of 638,018,696 ArcelorMittal common shares, Mrs Mittal
                              a given date on which such person or group of persons has the right         is the beneficial owner of 637,383,263 common shares and the
                              to acquire such shares within 60 days after December 31, 2011               significant shareholder is the beneficial owner of 638,063,696
                              upon exercise of vested portions of stock options. The first third of       common shares. Excluding options, Mr Lakshmi N Mittal and
                              the stock options granted on August 3, 2010 vested on August 3,             Mrs Usha Mittal together beneficially own 637,604,863
                              2011 and the first and second third of the stock options granted on         ArcelorMittal common shares.
                              August 4, 2009 vested on August 4, 2010 and August 4, 2011              3   Represents ArcelorMittal common shares repurchased pursuant to
                              respectively; all stock options of the previous grants have vested.         share repurchase programs in prior years, fractional shares returned
                          2   Mr Lakshmi N Mittal and his wife, Mrs Usha Mittal, have direct              in various transactions, and the use of treasury shares in various
                              ownership of ArcelorMittal common shares and indirect ownership             transactions in prior years; excludes (1) 164,171 shares used to
                              of holding companies that own ArcelorMittal common shares.                  settle purchases under the ESPP 2010 offering that closed on
                              Nuavam Investments S.à r.l., a limited liability company organized          January 10, 2011, (2) 226,005 options that were exercised during
                              under the laws of Luxembourg, is the owner of 112,338,263                   the 12 months ended December 31, 2011, (3) 1,840,202 stock
                              ArcelorMittal common shares. Lumen Investments S.à r.l., a limited          options that can be exercised by directors and senior management
                              liability company organized under the laws of Luxembourg, is the            (other than Mr Mittal) and (4) 458,833 stock options that can be
                              owner of 525,000,000 ArcelorMittal common shares. Mr Mittal is              exercised by Mr Mittal, in each case within 60 days of December 31,
                              the direct owner of 221,600 ArcelorMittal common shares and                 2011. Holders of these stock options are deemed to beneficially
                              holds options to acquire an additional 516,500 ArcelorMittal                own ArcelorMittal common shares for the purposes of this table
                              common shares, of which 458,833 are, for the purposes of this               due to the fact that such options are exercisable within 60 days.
                              table, deemed to be beneficially owned by Mr Mittal due to the fact     4   Includes shares beneficially owned by directors and members of
                              that those options are exercisable within 60 days. Mrs Mittal is the        senior management; excludes shares beneficially owned by
                              direct owner of 45,000 ArcelorMittal common shares. Mr Mittal,              Mr Mittal.
                              Mrs Mittal and the significant shareholder share indirect beneficial    5   These 2,438,436 ArcelorMittal common shares are included in
                              ownership of 100% of each of Nuavam Investments S.à r.l. and                shares owned by the public shareholders indicated above.




88
Overview
At December 31, 2011, there             Memorandum of understanding            Standstill                                Once the significant shareholder




                                                                                                                                                                   Our business
were 188 US shareholders holding        On June 25, 2006, Mittal Steel, the    The significant shareholder agreed         exceeds the threshold mentioned in
an aggregate of 86,758,078              significant shareholder and Arcelor     not to acquire, directly or indirectly,   the first paragraph of this ‘standstill’
New York Shares, representing           signed a binding Memorandum of         ownership or control of an amount         subsection or the 45% limit, as the
approximately 5.56% of the              Understanding (‘MoU’) to combine       of shares in the capital stock of the     case may be, as a consequence of
common shares issued (including         Mittal Steel and Arcelor in order      company exceeding the percentage          any corporate event set forth in
treasury shares). ArcelorMittal’s       to create the world’s leading steel    of shares in the company that it will     (1) or (2) above, it shall not be
knowledge of the number of              company. In April 2008, the board      own or control following completion       permitted to increase the
New York Shares held by US              of directors approved resolutions      of the offer (as defined in the MoU)       percentage of shares it owns or




                                                                                                                                                                   Sustainability
holders is based solely on the          amending certain provisions of         for Arcelor and any subsequent offer      controls in any way except as a
records of its New York transfer        the MoU in order to adapt it to        or compulsory buy-out, except with        result of subsequent occurrences
agent regarding registered              the company’s needs in the             the prior written consent of a            of the corporate events described
ArcelorMittal common shares.            post-merger and post-                  majority of the independent               in (1) or (2) above, or with the prior
                                        integration phase.                     directors on the company’s board          written consent of a majority of
At December 31, 2011, there                                                    of directors. Any shares acquired in      the independent directors on the
were 783,824,165 ArcelorMittal          On the basis of the binding MoU,       violation of this restriction will be     company’s board of directors.
common shares being held through        Arcelor’s board of directors           deprived of voting rights and shall




                                                                                                                                                                   Performance
the Euroclear/Iberclear clearing        recommended Mittal Steel’s offer       be promptly sold by the significant        If subsequently the significant
system in the Netherlands, France,      for Arcelor and the parties to the     shareholder. Notwithstanding the          shareholder sells down below
Luxembourg and Spain. The               MoU agreed to certain corporate        above, if (and whenever) the              the threshold mentioned in the
spin-off of ArcelorMittal’s stainless   governance and other matters           significant shareholder holds,             first paragraph of this ‘standstill’
and specialty steels business into      relating to the combined               directly and indirectly, less than 45%    subsection or the 45% limit, as
Aperam effective January 25,            ArcelorMittal group. Certain           of the then-issued company shares,        the case may be, it shall not be
2011 had no impact on the number        provisions of the MoU relating         the significant shareholder may            permitted to exceed the threshold
of ArcelorMittal’s issued shares,       to corporate governance were           purchase (in the open market or           mentioned in the first paragraph




                                                                                                                                                                   Governance
which remains at 1,560,914,610.         incorporated into the articles of      otherwise) company shares up to           of this ‘standstill’ subsection or
                                        association of ArcelorMittal at the    such 45% limit. In addition, the          the 45% limit, as the case may
Related party transactions              extraordinary general meeting of the   significant shareholder is also            be, other than as a result of any
ArcelorMittal engages in                shareholders on November 5, 2007.      permitted to own and vote shares in       corporate event set out in (1)
certain commercial and financial                                                excess of the threshold mentioned         or (2) above or with the prior
transactions with related parties,   Certain additional provisions of the      in the immediately preceding              written consent of a majority
all of which are affiliates and joint MoU expired effective August 1,           paragraph or the 45% limit                of the independent directors.
ventures of ArcelorMittal. Please    2009. ArcelorMittal’s corporate           mentioned above, if such ownership




                                                                                                                                                                   Financial statements
refer to Note 14 of ArcelorMittal’s  governance rules will continue to         results from (1) subscription for         Finally, the significant shareholder
consolidated financial statements.    reflect, subject to those provisions       shares or rights in proportion to         is permitted to own and vote
                                     of the MoU that have been                 its existing shareholding in the          shares in excess of the threshold
Shareholder’s agreement              incorporated into the articles of         company where other shareholders          mentioned in the first paragraph
Mr Lakshmi N Mittal, a company       association, the best standards           have not exercised the entirety           of this ‘standstill’ subsection or
controlled by the significant         of corporate governance for               of their rights or (2) any passive        the 45% limit mentioned above if
shareholder and ArcelorMittal        comparable companies and to               crossing of this threshold resulting      it acquires the excess shares in the
are parties to a shareholder and     conform with the corporate                from a reduction of the number of         context of a takeover bid by a third
registration rights agreement        governance aspects of the NYSE            company shares (e.g. through              party and (1) a majority of the
(the ‘shareholder’s agreement’)      listing standards applicable to           self-tender offers or share               independent directors of the
dated August 13, 1997. Pursuant non-US companies and Ten                       buy-backs) if, in respect of (2)          company’s board of directors
to the shareholder’s agreement and Principles of Corporate Governance          only, the decisions to implement          consents in writing to such
subject to the terms and conditions of the Luxembourg Stock Exchange.          such measures were taken at a             acquisition by the significant
thereof, ArcelorMittal shall, upon                                             shareholders’ meeting in which            shareholder or (2) the significant
the request of certain holders of    The following summarizes the main         the significant shareholder did not        shareholder acquires such shares
restricted ArcelorMittal shares, use provisions of the MoU that remain         vote or by the company’s board            in an offer for all of the shares of
its reasonable efforts to register   in effect or were in effect in 2011.      of directors with a majority              the company.
under the Securities Act of 1933,                                              of independent directors voting
as amended, the sale of                                                        in favor.
ArcelorMittal shares intended
to be sold by those holders.
                                                                                                                                                                         ArcelorMittal Annual Report 2011




                                                                                                                                                                   89
Major shareholders

     continued

                                              Lock-up                                Subscription to, and share lending     Transitional services
                                              The significant shareholder had         agreement in connection with,          and related agreements
                                              agreed for a five-year period not to    the May 2009 share offering            Aperam has extended the
                                              transfer (and to cause its affiliates   ArcelorMittal sold 140,882,634         transitional services agreement
                                              not to transfer) directly or indirectlycommon shares in a transaction         for an additional term of one year
                                              any of the shares in the company       that closed on May 6, 2009.            until December 31, 2012,
                                              without the approval of a majority     Ispat International Investments S.L.   according to the terms and
                                              of the independent directors of the    (‘Ispat’), a holding company           conditions of such agreement.
                                              company. This lock-up provision        beneficially owned by Mr Lakshmi        In addition, Aperam will be entitled
                                              expired on August 1, 2011.             N Mittal and Mrs Usha Mittal,          to terminate the transitional
                                                                                     subscribed for 14,088,063              services agreement at any time
                                              Non-compete                            common shares (or 10%) in the          by giving three months’ notice to
                                              For so long as the significant          offering on a deferred-delivery        ArcelorMittal. ArcelorMittal,
                                              shareholder holds and controls         basis. The offering was settled by     however, may not terminate the
                                              at least 15% of the outstanding        the company on May 6, 2009             transitional services agreement
                                              shares of the company or has           (except with respect to Ispat)         other than for material breaches of
                                              representatives on the company’s       with 98 million common shares          the agreement, Aperam’s insolvency
                                              board of directors or Group            borrowed from Ispat pursuant to        or if control over Aperam changes.
                                              Management Board, the significant a share lending agreement dated
                                              shareholder and its affiliates will not April 29, 2009 and the remainder       Among other services, ArcelorMittal
                                              be permitted to invest in, or carry    was settled using shares held in       will provide the following services to
                                              on, any business competing with the treasury. The company returned the        Aperam under the transitional
                                              company, except for Ispat Indonesia. borrowed shares to, and delivered        services agreement: (i) corporate
                                                                                     the shares subscribed by, Ispat on     insurance, (ii) consolidation, (iii) legal
                                              Repurchase of shares from              June 22, 2009 by issuing               services, (iv) treasury back office
                                              entity related to director             112,088,263 shares following           services, (v) health and safety
                                              Following the contribution             shareholder approval at an             (REACH implementation platform),
                                              of 76.88% of Saar Ferngas,             extraordinary general meeting held     (vi) company secretary , (vii)
                                              a German gas and electricity           on June 17, 2009 of a resolution       technical office, (viii) corporate IS/IT
                                              producer and distributor,              broadening the authorization of        and (ix) communication. The service
                                              on January 23, 2009 to an              the board of directors to increase     charges payable by Aperam to
                                              ArcelorMittal associated               the company’s share capital. Under     ArcelorMittal will be calculated
                                              company, Soteg, the stake              the terms of the share lending         individually for each service provided
                                              held by ArcelorMittal in Soteg, a      agreement, the company paid Ispat      on a cost-plus margin basis.
                                              Luxembourg gas and electricity         a share lending fee of $2 million.
                                              producer and distributor, increased                                           In particular, under the transitional
                                              from 20% to 26.15%. On February Agreements with Aperam                        services agreement, consolidation
                                              16, 2009, ArcelorMittal sold           in connection with stainless           services means the maintenance
                                              2.48% of Soteg to the Government steel spin-off                               and development of certain
     Wind fence system in Brazil
                                              of Luxembourg and SNCI                 In connection with the spin-off        software necessary for Aperam’s
     In 2011, ArcelorMittal Tubarão           (‘Société Nationale de Crédit et       of its stainless steel division into   reporting and consolidation.
     announced the installation of a wind     d’Investissement’), a Luxembourg       a separately focused company,
     fence system around the coal yard        government controlled                  Aperam, which was completed on         Insurance service is limited to high-
     that supplies the Sol Coqueria coke
     plant in Brazil in order to contain
                                              investment company.                    January 25, 2011, ArcelorMittal        level advice for the management of
     dust emissions. The screens are                                                 entered into several agreements        Aperam’s insurance policies. Access
     450 meters long and 20 meters                                                   with Aperam. These agreements          to certain continuing education
     high, one and a half times the height                                           include a master transitional          programs provided by ArcelorMittal
     of the piles of coal. The $3.6 million
     installation was completed in
                                                                                     services agreement dated January       will be on an on-demand basis.
     December and addresses the issue                                                25, 2011 (the ‘transitional services   ArcelorMittal will also continue to
     of dust being generated in the coal                                             agreement’), a purchasing services     provide limited legal support, with
     yard which then affects local                                                   agreement and a sourcing services      the possible assistance of external
     communities.
                                                                                     agreement, certain commitments         legal counsel.
                                                                                     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.




90
Overview
ArcelorMittal continued to              The purchasing services agreement        Financing agreements




                                                                                                                          Our business
manage the administrative aspects       also permit Aperam to avail itself       As of the spin-off, Aperam’s
of Aperam’s trademarks, domain          of the services and expertise of         principal sources of financing
names and patents portfolio for one     ArcelorMittal for certain capital        included loans from ArcelorMittal
year, and Aperam had the right to       expenditure items not specific            entities at the level of ArcelorMittal
continue to use the ArcelorMittal       to stainless and specialty steel         Inox Brasil, which holds Aperam’s
brand for a transitional six month      production. The purchasing               assets in Brazil, and ArcelorMittal
period that is now over.                services agreement and the               Stainless Belgium, which holds
                                        sourcing services agreement have         Aperam’s assets in Belgium.




                                                                                                                          Sustainability
In the area of research and             been entered into for a term of two      These facilities were refinanced
development, Aperam entered into        years, expiring on January 24, 2013.     in connection with the spin-off.
arrangements with ArcelorMittal
for its withdrawal from the             In South America, ArcelorMittal          On January 19, 2011, ArcelorMittal
ArcelorMittal global research and       Brasil performed certain corporate       Finance as lender and ArcelorMittal
development organization and for        functions and certain purchasing         and Aperam as borrowers entered
setting out a framework for future      activities for the benefit of certain     into a $900 million credit facility
cooperation between the two             Brazilian subsidiaries of Aperam until   for general corporate purposes




                                                                                                                          Performance
groups in relation to certain           March 31, 2011. On April 1, 2011,        and for the refinancing of existing
ongoing research and development        ArcelorMittal Brasil ceased              intercompany and other debt
programs. In addition, Aperam and       performing the corporate functions       (the ‘bridge loan’). The bridge loan
ArcelorMittal organized the fair        of the relevant Brazilian subsidiaries   was entered into for a period of
transfer of certain patents to          of Aperam and transferred the            364 days after January 25, 2011.
Aperam, as well as the licensing        necessary personnel to                   The bridge loan was made available
of some patents between them.           ArcelorMittal Inox Brasil to enable      to ArcelorMittal and then
Moreover, Aperam and ArcelorMittal      the latter to perform itself the         automatically transferred by




                                                                                                                          Governance
are keeping open the possibility of     required corporate functions,            operation of law to Aperam in
entering into ad hoc cooperation        except for the legal activities and      connection with its spin-off.
agreements for future research          personnel, which were transferred        The bridge loan was fully repaid by
and development purposes.               as of May 1, 2011. Insurance,            Aperam with the proceeds of (i) a
                                        real estate, purchasing and payroll      borrowing base facility agreement
The purchasing and sourcing             activities, however, continued to be     dated March 15, 2011 and (ii) an
of raw materials generally are          performed by ArcelorMittal Brasil        offering of notes by Aperam on
not covered by the transitional         for the benefit of certain Brazilian      March 28, 2011.




                                                                                                                          Financial statements
services agreement. Aperam              subsidiaries of Aperam, it being
will be responsible for the sourcing    understood that, as of April 1,
of its key raw materials, including     2011, the costs of these activities
nickel, chromium, molybdenum            are being shared by Aperam’s
and stainless steel scrap. However,     relevant Brazilian subsidiaries on the
under the terms of the purchasing       basis of new cost allocation agreed
services agreement and the              upon between the parties.
sourcing services agreement,
Aperam relies on ArcelorMittal          Certain services will continue
for advisory services in relation to    to be provided to Aperam
the negotiation of certain contracts    pursuant to existing contracts
with global or large regional           with ArcelorMittal entities that
suppliers, including those relating     ArcelorMittal has specifically
to the following key categories:        agreed to assume.
energy (electricity, natural gas,
industrial gas), raw materials
(ferro-alloys, certain base
materials), operating materials
(rolls, electrodes, refractories) and
industrial products and services.
                                                                                                                                ArcelorMittal Annual Report 2011




                                                                                                                             91
Overview
Additional
information

                            ArcelorMittal as parent company       ArcelorMittal Finance S.C.A. is a     Minority shareholders litigation




                                                                                                                                               Our business
                            ArcelorMittal, incorporated under     société en commandite par actions     On January 8, 2008, ArcelorMittal
                            the laws of Luxembourg, is the        with registered office address at      received a writ of summons on
                            parent company of the ArcelorMittal   19, avenue de la Liberté, L-2930      behalf of four hedge fund
                            group and is expected to continue     Luxembourg, Grand Duchy of            shareholders of Arcelor to
                            this role during the coming years.    Luxembourg, registered with the       appear before the civil court of
                            The company has no branch             Registre du Commerce et des           Luxembourg. The summons was
                            offices and generated a net loss       Sociétés Luxembourg under             also served on all natural persons
                                                                  number B 13.244. ArcelorMittal        sitting on the board of directors




                                                                                                                                               Sustainability
                            of $480 million in 2011.
                                                                  Finance is indirectly 100% owned      of ArcelorMittal at the time of
                            Group companies listed on the         by ArcelorMittal. ArcelorMittal       the merger and on the significant
                            Luxembourg Stock Exchange             Finance was, until June 18, 2008,     shareholder. The claimants
                            ArcelorMittal’s securities are traded the principal finance vehicle of the   requested, among other things, the
                            on several exchanges, including the ArcelorMittal group and, in this        cancellation and the amendment
                            Luxembourg Stock Exchange, and        connection, it issued a number of     of the corporate decisions relating
                            its primary stock exchange            bonds listed on the Luxembourg        to the second-step merger in
                                                                  Stock Exchange. ArcelorMittal         order to reflect an exchange ratio




                                                                                                                                               Performance
                            regulator is the Luxembourg CSSF
                            (Commission de Surveillance du        Finance’s CSSF issuer number          of 11 ArcelorMittal (the entity
                            Secteur Financier). ArcelorMittal’s   is E-0225.                            resulting from the first step
                            CSSF issuer number is E-0001.                                               merger) shares for seven Arcelor
                                                                  ArcelorMittal Rodange &               shares (ignoring the impact of
                            In addition to ArcelorMittal, the     Schifflange S.A., a société anonyme    the share capital restructuring
                            securities of one other ArcelorMittal with registered office address at      of Arcelor) accompanied by the
                            group company are listed on the       2, rue de l’Industrie, L-4823         allocation by the significant
                                                                  Rodange, Grand Duchy of               shareholder or the company of




                                                                                                                                               Governance
                            Luxembourg Stock Exchange.
                                                                  Luxembourg, registered with the       additional shares to the claimants
                                                                  Registre du Commerce et des           to reflect this revised ratio, and
                                                                  Sociétés Luxembourg under             alternatively, the payment of
                                                                  number B 10.643, approximately        damages by the defendants
                                                                  79.84% owned indirectly by            (jointly and severally or severally,
                                                                  ArcelorMittal, was listed on the      at the court’s discretion) in an
                                                                  Luxembourg Stock Exchange             amount of €180 million.
                                                                  until October 31, 2011, when




                                                                                                                                               Financial statements
                                                                  its de-listing became effective.      ArcelorMittal submitted its brief
                                                                                                        in response on October 16,
                                                                                                        2008, challenging the validity,
                                                                                                        the admissibility and the merits of
                                                                                                        the claims. The claimants filed their
                                                                                                        conclusions on January 5, 2010.
                                                                                                        A hearing on the merits took
                                                                                                        place on February 15, 2011. By
                                                                                                        judgment dated November 30,
                                                                                                        2011, the Luxembourg civil court
                                                                                                        declared all the plaintiff’s claims
                                                                                                        inadmissible and dismissed them.
                                                                                                        The judgment is subject to appeal.

Left Port-Cartier, Canada
                                                                                                                                                     ArcelorMittal Annual Report 2011




                                                                                                                                               93
Shareholder
     information

                                               ArcelorMittal is listed                     ArcelorMittal, with its diversified   Indexes
                                                                                           business model, strong cash flow      ArcelorMittal is a member of more
                                               on the stock exchanges                      and cost leadership position, is wellthan 120 indices including the
                                               of New York (MT),                           placed to weather the current        following leading indices: DJ STOXX
                                               Amsterdam (MT), Paris                       challenging economic environment     50, DJ EURO STOXX 50, CAC40,
                                               (MT), Luxembourg (MT)                       and has the ambition to develop      AEX, FTSE Eurotop 100, MSCI
                                                                                           and balance its shareholder base     Pan-Euro, DJ Stoxx 600, S&P
                                               and on the Spanish stock                    on the major listed markets and      Europe 500, Bloomberg World
                                               exchanges of Barcelona,                     to attract new investors.            Index, IBEX 35 index and NYSE
                                               Bilbao, Madrid and                                                               Composite Index. Recognized for
                                               Valencia (MTS).                             ArcelorMittal remains optimistic     its commitment to sustainable
                                                                                           about the industry’s medium-term development, ArcelorMittal is also
                                                                                           growth prospects. In light of recent a member of the FTSE4Good Index
                                                                                           market uncertainty primarily due     and Dow Jones Sustainability Index.
                                                                                           to the European debt crisis and
                                                                                           its potential global impact, the     Share price performance
                                                                                           company has calibrated its steel     The price of ArcelorMittal
                                                                                           growth projects to evolving          shares declined by 50% in 2011,
                                                                                           demand situations. At the same       underperforming both the Global
                                                                                           time, we are focusing on core        Metals & Mining sector which
                                                                                           growth investments in our mining     declined by 34% and the Global
                                                                                           business given their generally more Steel sector which declined by 39%.
                                                                                           attractive return profiles. This has  The underperformance largely
                                                                                           resulted in postponement of some occurred during the third quarter
                                                                                           planned steel investments.           of 2011 when fears of a potential
                                                                                           Accordingly, full year 2012 capital eurozone crisis intensified. This
                                                                                           expenditure is expected to be        unease affected the share price
                                                                                           approximately $4-4.5 billion.        performance of those companies
                                                                                                                                with significant trading exposure to




     ArcelorMittal share price performance since creation Base 100 at August 1, 2006 ($)
     350


     300


     250
                                                                           ArcelorMittal
     200


     150
                                         Global Metals & Mining
                                         (incl Steel) Index
     100


     50


     0

           Aug 06   Dec 06   Apr 07   Aug 07   Dec 07    Apr 08   Aug 08   Dec 08    Apr 09      Aug 09   Dec 09   Apr 10   Aug 10   Dec 10   Apr 11   Aug 11   Dec 11




94
Overview
the eurozone block. ArcelorMittal’s                    The dividend payments will occur            Individual investors                   Socially responsible investors




                                                                                                                                                                               Our business
share price was further impacted                       on a quarterly basis for the full           ArcelorMittal’s senior management      The investor relations team is
by concerns over the company’s                         year 2012 (see financial calendar).          plans to meet individual investors     also a source of information for
indebtedness and perceived risks                       Dividends are announced in $ and            and shareholder associations in        the growing socially responsible
that debt covenants could be                           paid in $ for shares listed on the          road shows throughout 2012.            investment community. The
breached; these concerns were                          New York Stock Exchange and                 A dedicated toll free number for       team organizes special events
addressed at our Investor Day on                       paid in euros for shares listed on          individual investors is available at   on ArcelorMittal’s corporate
September 23, 2011.Subsequently,                       the European stock exchanges                +352 4792 3198. Requests for           responsibility strategy and
during the final three months of                        (the Netherlands, France, Spain,            information or meetings on the         answers all requests for




                                                                                                                                                                               Sustainability
2011, ArcelorMittal’s share price                      and Luxembourg).                            virtual meeting and conference         information sent to ArcelorMittal
increased by 14%, outperforming                                                                    center may also be sent to:            at: SRI@arcelormittal.com
the Global Steel and Global Metals                     Investor relations                          privateinvestors@arcelormittal.com
& Mining peer groups.                                  By implementing high standards                                                     Credit and fixed income investors
                                                       of financial information disclosure    Analysts and institutional                   Credit, fixed income investors
Dividend                                               and aiming to provide clear,          investors                                    and rating agency are followed
ArcelorMittal’s board of directors                     regular, transparent and balanced     As the world’s leading steel and             by a dedicated team from
has recommended to maintain the                        information to all its shareholders,  mining company, ArcelorMittal                investor relations reachable at:




                                                                                                                                                                               Performance
annual dividend per share at $0.75                     ArcelorMittal aims to be the first     constantly seeks to develop                  creditfixedincome@arcelormittal.com
for 2012, subject to the approval                      choice for investors in the sector.   relationships with financial analysts
of the annual general meeting of                                                             and international investors.
shareholders on May 8, 2012.                           To meet this objective, ArcelorMittal Depending on their geographical
Once market conditions have                            implements an active and broad        location, investors may use the
normalized, the board of directors                     investor communications policy:       following emails:
will review the dividend policy.                       conference calls, road shows with     institutionalsamericas@arcelormittal.com
                                                       the financial community, regular       investor.relations@arcelormittal.com




                                                                                                                                                                               Governance
                                                       participation at investor
                                                       conferences, plant visits and
                                                       meetings with individual investors.




                                                                                                                                                                               Financial statements
Financial calendar

Financial results*
February 7, 2012                                                              Results for 4th quarter 2011 and 12 months 2011
May 10, 2012                                                                                         Results for 1st quarter 2012
July 25, 2012                                                                  Results for 2nd quarter 2012 and 6 months 2012
October 31, 2012                                                               Results for 3rd quarter 2012 and 9 months 2012
* Earnings results are issued before the opening of the stock exchanges on which ArcelorMittal is listed.


Dividend payment (subject to shareholder approval)
March 13, 2012                                                         1st quarterly payment of base dividend (interim dividend)
June 14, 2012                                                                           2nd quarterly payment of base dividend
September 10, 2012                                                                       3rd quarterly payment of base dividend
December 10, 2012                                                                       4th quarterly payment of base dividend

Institutional investor days and retail shareholder events
May 8, 2012                                                                           Annual shareholder meeting in Luxembourg
September 18, 2012                                                         Investor Day with Group Management Board members
September 26, 2012                                                                                      Retail shareholder event

Contact the investor relations team on the information detailed above or please visit
                                                                                                                                                                                     ArcelorMittal Annual Report 2011




www.arcelormittal.com/corp/investors/contact




                                                                                                                                                                               95
We are delivering
cost improvement




                           If we are to maintain our leadership position in the steel industry, we must be
                           competitive on costs. We have a track record of consistent cost improvement,
                           delivered through our management gains program. Since 2008, we have
                           taken $4 billion out of our costs and we are on course to achieve the target
                           we set ourselves of $4.8 billion of savings by the end of 2012. In September
                           2011, we announced a new asset optimization plan, which is separate from
                           the management gains program. This is designed to optimize our production
                           footprint by concentrating production around our lowest-cost plants and
                           allow us to run them at full capacity – thereby ensuring maximum productivity
                           at our ‘core’ facilities while losing none of our ability to service our customers.
                           The asset optimization plan is targeted to add $1 billion run rate a year to
                           sustainable Ebitda by the end of 2012.




Picture North of England
Overview
                                                       Our business
                                                       Sustainability
                                                       Performance
                                                       Governance
                                                       Financial statements
Average steel selling prices 2011 $ a tonne

Flat Carbon Americas                     892
Flat Carbon Europe                               982
Long Carbon Americas and Europe                937
AACIS                             736
Distribution Solutions                           993
                                                             ArcelorMittal Annual Report 2011




                                                       97

Management report amgroup_2011

  • 1.
    Message from the chairman and CEO Dear shareholders, At the beginning of 2011 we excellent examples that held a special safety summit at demonstrate what can be achieved. ArcelorMittal Dofasco in Canada. Tubular products has reduced its Thank you for taking This summit concluded with a frequency rate by more than 50% the time to read commitment to embed health from 1.92 to 0.81 – an impressive ArcelorMittal’s 2011 and safety in our core values; achievement. Our mining division adapt our leadership style to better has improved its frequency rate annual report, address employee commitment from 1.63 to 1.18. Tubarão in Brazil ‘Core strengths, and engagement; ensure a stronger now has a frequency rate of 0.25 sustainable returns’. focus on fatality prevention; reduce and Temirtau in Kazakhstan a very contractor injuries and fatalities; impressive 0.17. This shows us that I will start with the result and finally, use leading indicators our overall group target of reaching to implement preventative 1.0 by 2013 can be achieved. So that is most important measures to avoid similar incidents valuable was the Canada meeting to us: health and safety. occurring again. that we held a repeat meeting at the We continue to put great end of the year to discuss how to emphasis on our Journey These commitments proved drive further improvement in 2012. valuable as we succeeded in to Zero program through reducing our LTIFR (lost time injury Although we still have some way to which we are aiming to frequency rate) for the year by the travel on our journey, I am very eradicate injuries and 20% target we set ourselves: from pleased with the progress made fatalities in the workplace. 1.77 to 1.42. Furthermore our throughout the year and must performance in the fourth quarter commend the employees of of 2011 – an LTIFR of 1.2 – was ArcelorMittal and our the best we have reported yet for a subcontractors for their efforts. single quarter. As is to be expected Safety is at the heart of everything in an organization of the size and we do and we truly believe that scale of ArcelorMittal, not all plants having a deeply embedded safety and sites are yet at the same culture can only have a positive standard. But we have some 2
  • 2.
    Overview effect on ArcelorMittal’s Projects temporarily paused include possible we look to find solutions forIn this volatile economic Our business performance as a whole. the Monlevade and Vega do Sul everyone affected. But I am certain environment, it is imperative that expansion projects in Brazil. that to be a stronger and therefore businesses have a clear strategy, Turning to the financials, Ebitda Although Brazil has been affected more sustainable business in Europe underpinned by a set of core for the full year was $10.1 billion, by currency appreciation, inflation we have to adapt to the realities of strengths. ArcelorMittal has many an improvement of 18.7% and rising wage costs which have the operating environment. strengths but there are five in year-on-year. Sales were $94.0 decreased competitiveness, it particular that we believe are billion compared with $78.0 billion remains one of the fastest growing The US, although not without its fundamental to our continued in 2010 while operating income economies, recently overtaking the challenges, provides a more positive success in responding to evolving Sustainability increased by 36% from $3.6 billion UK to become the 6th largest picture. Demand at the beginning market conditions and delivering to $4.9 billion. Net income economy in the world. It remains an of this year is strong and is sustainable returns. decreased from $2.9 billion to important market for ArcelorMittal being supported by energy $2.3 billion, due to $1.3 billion and our intention will be to re-start and automotive demand, which These are our quality core of non-recurring charges which these projects when the economic continues to improve. In February assets; our ability to make cost partially offset an otherwise situation and the market permit. there were 15 million light vehicle improvements; our market-leading improved performance. Net sales on an annualized basis in automotive steel; our world-class debt at the end of the year As we begin 2012, overall the US, the highest since February mining business; and a stronger Performance was $22.5 billion. global sentiment is improving 2008. Indicators of underlying steel balance sheet. but downside risks remain. Steel demand continue to follow the Writing to you last year, I said will continue to remain a material economy on an upward trajectory ArcelorMittal’s portfolio of high that we expected to continue to of choice and we expect worldwide supported by rising consumer and quality core steel assets is well see a gradual improvement in the demand to grow further. With business confidence. placed in terms of product quality economy and that 2011 would be our global footprint, ArcelorMittal and production costs. The group is a stronger year than 2010. The is well positioned to benefit China has recently announced that well diversified and our production year started as we anticipated, from such continued growth. it expects slower GDP1 growth of facilities outside North America and Governance with a continued albeit gradual Nevertheless, in a challenged approximately 7.5% this year. The Europe generated approximately improvement in the overall environment it is necessary to main risk to the Chinese economy 40% of our steel-based Ebitda in economy. However the second make some structural changes is a further downturn in private 2011. As a result, despite low half, and particularly the fourth to strengthen our presence in residential construction as the operating rates, particularly in quarter, was negatively affected weaker markets. This will also government has signaled its Europe, the group generated by a deterioration of the economy, serve to enhance the positive unwillingness to relax its clampdown Ebitda of $118 a tonne in 2011. most specifically linked to the debt impact of our exposure to on the property market until prices crisis in Europe. Fears that a collapse stronger regional markets. are more affordable. As a result, Financial statements of the eurozone could push the China’s end-user demand continues global economy back into recession Europe remains the biggest to remain relatively weak as affected sentiment globally. challenge. Although the worst manufacturing exports slow and A combination of weak sentiment, case scenario seems to have been new construction in the private real slow underlying demand and falling avoided, demand is still substantially estate market falls, though with raw material prices triggered a below pre-crisis levels and is set some offset from public housing period of significant destocking that to remain so for some time. As projects. While industrial output is resulted in apparent steel demand a result, regretfully in 2011 we expected to show improvements falling by 5% in the final quarter. took the decision to propose the year-on-year and steel production permanent closure of the liquid is expected to pick up over the next In light of the changed phase in Liège. In a move to operate few months, the overall message environment, ArcelorMittal as efficiently as possible, the liquid is that growth has slowed. re-considered its capital phase at a number of other facilities Nevertheless we expect Chinese expenditure program and decided has also been temporarily idled GDP growth to remain at least in to pause all growth projects in the while we concentrate slab line with government estimates steel business. Capital expenditure production at a smaller number of and steel demand to expand close for the year therefore, although our most competitive sites. Such to 5% this year. increasing to $4.8 billion compared decisions are always difficult to to $3.3 billion in 2010, was below take, especially due to their social the initially planned $5-5.5 billion. impact. ArcelorMittal is committed to strong social dialogue and where ArcelorMittal Annual Report 2011 1 Gross Domestic Product. 3
  • 3.
    Message from the chairman and CEO continued We have always focused Further resilience comes from the In 2011, we separated the financial group’s position as the industry results of our mining business to on cost competitiveness leader in value-added steel. With clearly show the contribution this as an important lever of a 40% share of major automotive segment is bringing to the overall our business. The group steel markets, ArcelorMittal is the business. For ArcelorMittal, our has a strong track record leading supplier to the automotive mining segment is a significant industry. This is a contract-based advantage. It ensures security of of delivering consistent business and compared to more raw materials supply to our steel cost improvements commodity-orientated businesses, business; it enables us to sell to through our management the margins are inherently more a growing list of third party gains program. Since stable and volumes less prone to customers; it allows optimization short-term stocking/destocking of supply and logistics savings 2008, we have identified cycles. This business performed and it provides the group with management gains of well in 2011 despite the volatility diversification and an effective $4 billion with a further in the broader market. We are at hedge against raw material $0.8 billion to be achieved the forefront of steel research and price changes. development, with our spend being before the end of this year. at least twice that of key European Mining is also a major source During 2011 we also and American competitors. We of growth. Production volumes announced a new asset work directly with our customers to increased 20% in coal and 10% in optimization plan, which stay ahead of the curve by offering iron ore in 2011 and this growth steel technologies that go beyond will continue as we remain on-track will deliver an additional the material itself. For example, our to produce 100 million tonnes of $1 billion of Ebitda on an advanced high-strength steels and iron ore by 2015. There are many annualized basis by the ‘S-in motion’ solutions are helping interesting projects underway, but end of 2012. automotive customers balance the the biggest highlight from our demands of improved safety with mining business in 2011 was the reduced fuel consumption. official launch and first shipment of our iron ore project in Liberia The group’s performance in 2011 in September. This project was was boosted by its world-class a major milestone not only for mining business. ArcelorMittal ArcelorMittal, but also for the has always pursued a strategy of country and people of Liberia. In owning our own mines. However, order to reach this stage, we had to we have now transformed from rebuild the entire infrastructure that being the world’s leading steel had been destroyed in the course of company with a strategy of vertical the country’s prolonged turmoil – integration, into the world’s leading including 240km of railway line steel and mining company with a and the port and material handling portfolio of high-quality growth facilities at Buchanan. mining assets that sell to both internal and external customers. The final core strength I would like This combination gives us a unique to highlight is our balance sheet, profile among our peers. which is far stronger today than it was at the onset of the global financial crisis in the third quarter of 2008. We have significantly reduced net debt by $10 billion, more than doubled the debt maturity profile to over six 4
  • 4.
    Overview years and diversifiedthe sources by the French Institute of Internal Finally, I would like to Our business of funding. We have a plan to Assurance; and we have also further reduce net debt through regained the top spot in the metals thank all ArcelorMittal Ebitda growth, ensuring discipline sector in Fortune’s annual list of employees, my colleagues on capex plans, focusing on most admired companies. Again, on the management working capital management and these are achievements of which committee, the Group generating cash through non-core the whole company is proud. asset divestments. ArcelorMittal is a company that can Management Board and be admired on a number of fronts: the board of directors, for Sustainability The combination of these five for the quality of the products we their support, hard work strengths makes ArcelorMittal produce; for our dedication to and contribution to the a strong and unique company. finding the best solutions for our As a result, despite the ongoing customers; for our contribution company’s performance challenges in the global economy, to the economies in which we in 2011. we are able to continue to adapt operate; and for our commitment to the evolving market-place and to produce safe sustainable steel. We are all excited about provide our customers with the high How we do business is as important Performance quality steel and raw materials they as what we do. We publish a 2012 – an Olympic year require – fulfilling our purpose of separate corporate responsibility – when the ArcelorMittal generating sustainable returns while report which I would urge you all to Orbit will stand proud as helping build the infrastructure of read. To mention a few highlights, a symbol of all that our the modern world. we retained our membership in the Dow Jones Sustainability and company is capable of. The people of our group are the FTSE4Good indices; implemented foundation from which we build a human rights policy with over Governance on our strengths. I have always 147,000 employees trained to believed that ArcelorMittal has a date; published a responsible Lakshmi N Mittal world-class team and this was sourcing code; and significantly Chairman and CEO of ArcelorMittal confirmed in 2011 when for the strengthened our stakeholder first time we featured in the Aon engagement plan. Hewitt ranking of top companies for leaders. This accolade is a testament to the quality of our Financial statements leaders – and indeed all of our 261,000 employees. I recognize that these are challenging times for everyone and I would like to thank all our employees for their continued hard work and commitment. This was not the only recognition we received during the year. There are too many to list them all. But a number stand out. Our internal assurance team was honored for excellence in the categories of Best Internal Audit Contribution and Best Risk Mapping Approach ArcelorMittal Annual Report 2011 5
  • 5.
    Financial highlights Knowing your core strengths is important when faced with economic volatility and rapid change. At ArcelorMittal, having five core strengths at the heart of the business has helped to ensure we have effectively responded to evolving market conditions while maintaining a consistent strategy. Aditya Mittal CFO, member of the Group Management Board Financial highlights Sales ($1 million) 2011 93,973 2010 78,025 Ebitda2 ($ million) 2011 10,117 2010 8,525 Shipments (million tonnes) 2011 85.8 2010 85.0 Operating income ($ million) 2011 4,898 2010 3,605 Net income3 ($ million) 2011 2,263 2010 2,916 Basic earnings per share ($) 2011 1.46 2010 1.93 6
  • 6.
    Overview Our business 2011 steel shipments by location (thousand tonnes)4 Segment Total Flat Carbon Americas: 22,249 North America 17,084 South America 5,165 Flat Carbon Europe: 27,123 Europe 27,123 Sustainability Long Carbon Americas and Europe: 23,869 North America 4,584 South America 5,660 Europe 12,547 Other5 1,078 AACIS (Asia, Africa and CIS6): 12,516 Africa 4,624 Performance Asia, CIS and other 7,892 Number of employees6 at December 31, 2011 according to segments Segment Total % Flat Carbon Americas 31,566 12 Governance Flat Carbon Europe 62,130 24 Long Carbon Americas and Europe 53,558 21 AACIS (Asia, Africa and CIS7) 57,774 22 Distribution Solutions 16,998 7 Mining 36,873 14 Other activities 1,624 — Total 260,523 100 Financial statements Allocation of employees6 at December 31, 2011 according to geographic location Region Total % EU278 97,619 37 Other European countries9 41,611 16 North America 36,662 14 South America 22,679 9 Asia 41,565 16 Middle East and Africa 20,387 8 Total 260,523 100 Own annual coal production (million tonnes)10 Own annual iron ore production (million tonnes)10 2011 8.3 2011 54.1 ArcelorMittal Annual Report 2011 2010 7.0 2010 48.9 2009 7.1 2009 37.7 1 ‘US$’, ‘$’, ‘dollars’, ‘USD’ or ‘US dollars’ are to United States dollars, the official 7 Commonwealth of Independent States. currency of the United States. 8 EU27 includes Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, 2 Ebitda is defined as operating income plus depreciation, impairment expenses Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, and exceptional items. Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden 3 Excluding non-controlling interests. and the United Kingdom. 4 Shipments originating from a geographical location. 9 Other European countries include Bosnia, Croatia, Macedonia, Norway, Russia, Serbia, 5 Includes tubular products business. Switzerland, Turkey and Ukraine. 6 Full-time equivalent. 10 Own iron ore and coal production excluding strategic long-term contracts. 7
  • 7.
    Steel and raw materials: market analysis Steel is at the core of In 2011, the global steel market late September, apparent steel continued to build on the slow demand remained stable over the infrastructure that recovery in demand witnessed in the second and most of the third surrounds us, completely, 2010, although destocking in quarter – even though leading in all aspects of everyday the latter part of 2011 – most economic indicators such as life. So infrastructure apparent in Europe and China – purchasing managers indices were limited the increase in apparent already turning down in the second growth plans – whether steel demand to 6.4% year-on- quarter in Europe, the US and China. government-backed year. Crude steel production, which or private – impact peaked in the first quarter of the Autumn shift in sentiment on demand for steel. year, increased by 6.8% to 1,527 The end of the third quarter million tonnes. Although this was saw a material shift in sentiment. a new record, average capacity With the eurozone sovereign crisis utilization at the world’s steel plants intensifying and stock markets remains significantly below the in decline, the iron ore price fell levels recorded in 2006 and 2007, sharply. This led to destocking at before the global economic crisis service centers, most markedly in caused world demand to contract Europe where inventories had risen sharply. This is particularly so to levels above historic norms. In in Europe. the US, where steel inventories were some 25% below 2008 peak Movements in raw material prices levels and auto inventories low by played a major role in shifts in past standards, destocking was apparent demand – which more limited – and had started combines both underlying real to reverse on the back of demand and changes in inventory strengthening real demand – over the course of the year. before the end of the year. The first quarter was marked by significant restocking by both steel These contrasting demand patterns service centers and end-users as were reflected in a sharp divergence a continuing increase in iron ore in steel prices between the US and prices, rising to a new peak of over Europe from November onwards. $190 a tonne in February 2011, By the end of the year, the price of 800 raised expectations of a continuing HRC in the US midwest was more rise in steel prices. than $120 a tonne higher than the equivalent steel in Germany. This This process was further boosted was the widest price divergence mt* by severe floods in Australia, which since the first half of 2008. At the inhibited coal production and same time, a number of European China’s estimated installed resulted in a rise of around one third steel producers scaled back on steel capacity in world coking coal prices to more their production. * millions of tonnes. than $300 a tonne. As a result of these factors in the first quarter, Globally, crude steel capacity apparent demand rose around utilization fell in December to its 10% year-on-year for the world, lowest level for two years, at excluding China. 71.7%. That compared with a peak for the year of 83.3% in February. Spot steel prices increased during The principal reason for this sharp Responsible sourcing program ArcelorMittal incorporates social, ethical the first quarter of 2011 to nearly decline was a sizeable cut in and environmental considerations into €630 a tonne for spot hot rolled Chinese production in the second sourcing decisions in order to positively coil (HRC) in Europe and about half of the year. contribute to our goal of producing Safe $970 a tonne in the US, from Sustainable Steel. To this end, we have launched our ‘responsible sourcing program’. €485 and $617 respectively. Despite the difficult end to the This sets out how we will work with our After prices peaked in April and year, apparent steel demand in suppliers and defines our minimum May 2011, all of the early 2011 both Europe and the US built on requirements from our responsible sourcing price gains were lost over the the recovery that started in 2010. principles, such as health and safety and human rights. These responsible sourcing following two quarters. In Europe, apparent demand grew principles will be given systematic by around 6.1% with particularly consideration alongside factors such With substantial purchases of steel strong off-take in Germany and as price and quality. having been brought forward, the Poland. In the US market, there was usual seasonal peak in demand in growth of 11.5%. The strongest the northern hemisphere failed to market of all was the CIS, which materialize in 2011. However, with recorded growth in apparent iron prices fluctuating within a demand of around 13% on the year. narrow range from February to 8
  • 8.
    Overview Brazil recorded reducedgrowth. In the first nine months of 2011, 120 million tonnes compared 2012 outlook Our business In 2010, the V-shaped economic China experienced consistent with the June peak. For reference, recovery had sucked in a large growth in apparent demand, a production cut on that scale is volume of imports to leave the although inventory building peaked the equivalent of removing US and For 2012, we are country over-stocked in flat in early March and then leveled out. German production from the world forecasting a further products. With destocking in In June, domestic steel production marketplace. Despite the cutbacks, improvement in steel progress through the second reached a new all-time high, Chinese steel production still rose half of 2011, apparent demand equivalent to more than by nearly 9% year-on-year. demand, compared with actually fell. 725 million tonnes a year. By 2011. However, that will Sustainability the start of the fourth quarter, Special factors in Japan still leave steel use in China demand fluctuates however, government initiatives and North Africa the developed world The rise of China as the unequivocal to curb inflation and cool an The disruption caused by the leading steel producer is a relatively overheated private real estate Japanese earthquake and tsunami significantly below the recent phenomenon. At the start of market were having a negative in March 2011 caused a fall in pre-crisis level in 2007. the last decade, China was a net effect on underlying demand apparent steel demand in Japan Growth prospects importer of steel. In 2005, its steel for steel. over the spring and summer. should be brightest imports and exports were balanced. However, with a strong start to Performance By 2007, it was the largest net Apparent demand fell severely the year and a recovery in the in the developing world, exporter at more than 50 million during the final quarter of the fourth quarter, apparent demand where the recovery has tonnes, having built its production year as economic factors combined stagnated despite production for been strongest and capacity at breakneck speed. Today, with sharply falling iron ore prices the year falling 1.8%. In the Middle where the medium and China is believed to have at least to encourage destocking. The East and North Africa, the events of 800 million tonnes of installed steel response of many steel producers the ‘Arab Spring’ hit economic long-term outlook is the capacity and regularly accounts for was dramatic. A number either activity in a number of countries most positive. nearly half the global output cut production or announced and apparent demand across the Governance (the figure for 2011 was 45.5%). production cuts for future months. region finished slightly lower In some sectors, such as rebar and By November, crude steel on the year-end. other long products used in the production was running at a level construction industry, its share equivalent to around 600 million of world production is even higher. tonnes a year – a reduction of Financial statements 1 billion people Crude steel production (million tonnes per month) consume 400 80 70 kg of steel each year on average 60 50 40 30 Jan 07 Jul 07 Jan 08 Jul 08 Jan 09 Jul 09 Jan 10 Jul 10 Jan 11 Jul 11 Dec 11 ArcelorMittal Annual Report 2011 China World excluding China Source: World Steel Association 9
  • 9.
    Market analysis continued In the US, there are growing In China, the pace of growth has By contrast, steel use in the signs of economic recovery. slowed but underlying demand developing world has recovered Demand for steel in key industries continues to grow, albeit slowly. strongly from the 2008 lows and in is rising, underpinning real demand. There are expectations of a pick-up many regions is at, or approaching, Automotive production continues in steel production by the second a new peak. Apparent demand in to recover. Energy and equipment quarter as the government Central and South America already investment remains strong. Rig continues to gradually relax policy set a new record in 2010. In the counts indicate that activity in the oil to stimulate demand. The property CIS, apparent demand is projected and gas industry is on a rising curve. sector is slowing as real estate to hit a new record in 2012. Service sector inventory, in terms developers suffer from falling prices Despite slowing growth rates in of months’ supply, is marginally and rising inventory of unsold 2011, both China and India are below historic norms. Construction buildings. However, the government expected to continue their upward however, is still depressed. is committed to supporting the trajectory in 2012. social housing program and this In Europe the outlook is more should support growth in steel Steel use in the developed world subdued, with still significant demand close to 5% in 2012 after is expected to show low growth uncertainty surrounding the almost 8% in 2011. to leave underlying demand around eurozone debt crisis and 20% below pre-crisis levels in government austerity measures Developing markets lead the way 20121. In the developing world, weighing on demand. Although For all the recovery in steel use the equivalent figure is 40% or automotive production in Europe witnessed over the past two years, more above pre-crisis levels, driven is helped by exports to emerging there has been a marked divergence mainly by China. As a result of this markets and the US, this is likely between the developed and the divergence, the World Steel to be more than offset by weak developing world. After allowing for Association estimates that domestic demand. In many other projected growth in North America developing economies will account sectors, underlying demand for in 2012, apparent demand will still for 73% of world steel demand in steel in Europe is at best flat but be more than 10% lower than in 2012, compared with 61% steel demand is supported as the 2007 before the credit crisis hit. in 2007. severe destocking that began in European demand will be 20% the final quarter of 2011 has run down on 2007 levels. Japanese its course, underpinning hopes for demand for steel is projected to a slow recovery during the year. be almost 20% lower than pre-crisis levels. ArcelorMittal ranks in 2011 Dow Jones Sustainability World Index After first gaining entry Global apparent steel consumption (million tonnes per month) in 2010, our company is proud to be included into the prestigious Dow Jones Sustainability World 60 Index (DJSI) for the second consecutive year. Scoring highly 55 in all dimensions (economic, environmental and social), 50 ArcelorMittal was recognized for our strong sustainability 45 performance. 40 35 30 25 10 15 Jan 07 Jul 07 Jan 08 Jul 08 Jan 09 Jul 09 Jan 10 Jul 10 Jan 11 Jul 11 Dec 11 Developing excluding China China Developed Source: local sources (Eurofer, Aisi, Canacero, JISF) and ArcelorMittal estimates 1 Includes North America, EU27, Japan and Oceania. 10
  • 10.
    Overview Long-term growth insteel demand In the developed world, roughly By contrast, the rest of the Over the same period, global Our business The shift in demand from north one billion people consume an developing world (excluding China), seaborne iron ore consumption to south and from the Organization average of 400kg of steel each with a population of more than has nearly doubled, to more for Economic Co-operation (OECD) year. That figure is unlikely to 4 billion people, is today consuming than 1,000 million tonnes a to developing countries is set to steel at around one quarter the increase. Population growth is low year. Again, it is the need to continue. The rate of steel and many developed countries arerate of the developed world. In feed an ever-increasing number consumption per head of population becoming increasingly service- fast-developing India, the figure is of Chinese blast furnaces that has long been a reliable indicator of based economies. The challenge even lower – at around 60kg per has driven much of this growth. for steelmakers in these marketshead. The scope for growth in steel China’s domestic production of Sustainability a country’s level of development. Steel is a vital element in the building is to add value by providing thedemand in these countries is iron ore has doubled over the of modern infrastructure, a key advanced steels industrial usersimmense. It has been estimated same period, but is nowhere industrial material and the starting increasingly demand. that, between now and the end near sufficient to meet demand point for a host of consumer of the decade, steel demand in and the majority of domestic products – from household China and the rest of the developing India could more than double. mining is relatively high-cost. appliances to automotive. Service- world together account for around The ability of seaborne supply based economies apart, steel use is 85% of the world’s population, and Cost management will be vital of iron ore to meet rising their share of world Gross Domestic for steelmakers demand in China and the rest Performance in many ways a proxy for prosperity. Product (GDP) is growing. Today, The ability to exploit these of the developing world will be As developing countries invest China already consumes more opportunities will, for all one of the keys to steel market in their power and transport steel per head of population – more steelmakers, require strict cost dynamics in the medium-term. infrastructure, and progressively than 450kg per head – than the controls. Rising iron ore and industrialize, so their demand for developed nations’ average, though coal prices in recent years, driven steel increases. Urbanization is much of that consumption reflects largely by ballooning demand another driver of steel demand: infrastructure and real estate from China, have significantly construction. altered the balance of steelmaking Governance the dawning of the 21st century marked the first time in history that costs. In 2003, raw material a majority of the world’s population costs represented 40% of HRC was living in cities. It is estimated manufacturing costs. The that a further 500 million people equivalent figure today is will move to live in cities during around 65%. the present decade. Financial statements Developing countries will account for 73 % of global steel demand by 2012 according to the World Steel Association ArcelorMittal Annual Report 2011 Above South Africa 11
  • 11.
    Our five core strengths Supported by our We have quality We are leaders in consistent strategy, core assets automotive steel we possess five core strengths that allow Our core steel plants We have around us to generate are cost competitive. one-fifth share of the sustainable returns We have a global global automotive through the economic presence, spanning market. As the automotive cycle. Because of those both developed and industry increasingly looks strengths, we remain developing markets, not for steel providers committed to our with 40% of steel Ebitda but solution providers, growth plans. now generated by our technical know-how Our core projects facilities outside Europe and leading position are not dependent and North America. in advanced high-strength on strong economic Our product range steels leaves us well conditions in order for is broad and we have placed to capitalize on us to create value for an outstanding our strong customer links. our shareholders. distribution network. Our knowledge base is unrivalled.
  • 12.
    Overview We have aworld-class We have a stronger We are delivering Our business mining business balance sheet cost improvement Our fast-growing Since December 2008, Since 2008, mining business spans we have reduced our management the globe. As most of our net debt by around gains program has our mines are in close 15%. A further reduction delivered $4 billion Sustainability proximity to the group’s is planned for 2012. of cost savings, steel plants, having our We have also extended with a further $800 million own production gives the maturity profile targeted for 2012. us a competitive of our debt from Our asset optimization advantage. Increasingly, 2.6 years to 6.3 years plan, announced we are marketing our and diversified the in 2011, is aimed Performance iron ore and coal to sources of our funding. at concentrating external customers. ArcelorMittal remains production at our With iron ore production committed to maintaining lowest-cost plants to set to increase from its investment grade rating. optimize productivity. 65 million tonnes to It is targeted to add 100 million tonnes by annual savings 2015 (including strategic of $1 billion by the Governance contracts), mining end of 2012. is a key growth area for the group. Financial statements ArcelorMittal Annual Report 2011 13
  • 13.
  • 14.
    Overview Our business Sustainability Performance Governance Performance 2011 Financial statements Sales ($ million) 93,973 Steel shipments (thousand tonnes) 85,757 Crude steel production (liquid steel in thousand tonnes) 91,891 Our core assets are competitive in terms of cost. This was amply demonstrated in 2011 when, despite low operating rates, we generated group Ebitda of $118 a tonne of steel shipments. Geographic diversification plays its part. We have a balanced portfolio of assets in both the developed and developing markets and are the leading steelmaker in the EU, North America, Africa, Latin America and the CIS. Facilities outside of Europe and North America account for around 40% of our steel Ebitda. We have important product diversity that enables us to provide solutions to meet customer requirements and needs, in all markets. We produce a broad range of high-quality products, and we operate an outstanding distribution ArcelorMittal Annual Report 2011 network. Above all, we have an unrivalled knowledge base, which allows us to benchmark best practice, and a commitment to research and development (R&D) which keeps us ahead of the curve. Picture Port-Cartier, Canada 15
  • 15.
    Our business ArcelorMittal is the world’s With a total production capacity For many years, the group has of around 125 million tonnes of pursued a consistent strategy leading steel and mining crude steel, ArcelorMittal is a focusing on product diversity, company. With a presence highly efficient steel producer with geographic breadth and vertical in more than 60 countries, a diversified production process. integration, both upstream and we operate a balanced It has industrial operations in downstream. The aim of this 20 countries on four continents, three-dimensional strategy portfolio of cost- producing flat and long steels and is to reduce exposure to risk competitive steel plants tubular products. In January 2011, and cyclicality. across both the developed the group’s stainless steel operations and developing world. were spun off into a separate Our upstream integration, through company, Aperam. ArcelorMittal our investment in iron ore and coal We are the leader in all produced approximately 91.9 mining assets, gives us a major the main sectors – million tonnes of steel in 2011, competitive advantage, provides a automotive, household compared with 90.6 million tonnes measure of security of supply and is appliances, packaging in 2010. an important natural hedge against raw material price volatility. and construction. We are With our ongoing aim to develop also the world’s fourth a world-class mining business, our Our downstream integration, largest producer of iron mining operations have reported through our Distribution Solutions ore, with a global portfolio as a separate segment since segment, enables us to meet a wide January 2011. We produced around range of customer needs in virtually of 16 operating units with 54.1 million tonnes of iron ore and all steel-consuming industries and mines in operation or 8.3 million tonnes of coal (excluding markets. We sell into a total of development. In 2011, supplies under strategic long-term approximately 174 countries. we employed around contracts) in 2011. The exceptional breadth of this market reach improves our market 261,000 people. intelligence and helps us optimize working capital through the better management of our supply chain inventories. Above Port-Cartier, Canada
  • 16.
    Overview Steel Our global footprint also gives furnace route, approximately In long products, we produce Our business As a global steel producer us a unique ability to serve our 22.6 million tonnes through the rebars, sections and beams in all with a diversified product range, multinational customers by electric arc furnace route and sizes and qualities, and have helped we service a wide range of providing them with standard around 3.4 million tonnes of build many of the world’s tallest customers and markets. In 2011, solutions and consistent quality crude steel through the open structures. We are the biggest approximately 38% of our steel around the globe. We have built hearth furnace. This gives us producer of the very high-strength was produced in the Americas, strong and deep relationships flexibility in raw material and steels needed for wind turbines, 46% in Europe and 16% in other with our biggest customers and energy usage and our scale helps and the leader in sheet piles. The frequently work with them in us to optimize plant load factors. world energy industry relies on Sustainability countries such as Kazakhstan, South Africa and Ukraine. committed co-engineering It also increases our ability to ArcelorMittal pipes and tubes. programs. We have a strong meet changing customer needs. With our global market reach and presence in the design centers Our Distribution Solutions business product diversification, we are able of most global automotive In flat products, we are the clear sells both in local markets and both to reduce risk, and benefit manufacturers and act as a leader in coated steels, from hot through a centralized marketing from the fast-growing demand strategic partner for many. dip to electro-galvanized and color organization. The service centers for steel in developing economies coated. We continue to develop finish steels to suit individual We support this with one of the new grades of light but ultra-high applications, often providing Performance – which currently account for around one-third of our shipments. largest research and development strength steels for the world customized solutions, and help While demand in the developed budgets in the European steel automotive industry. Our technical the group service its customers world is weighted towards flat industry, a worldwide network of know-how has given us an 18% more directly. products and a higher value-added laboratories, and a knowledge world market share in automotive mix, demand in the developing management program that actively steels. We also produce the biggest world is higher for long products shares best practice around the plates in the world. and commodity grades. As these group’s operations. Governance economies develop, their need for higher value products will increase. We have a diversified production With our experience in developed process, producing approximately markets, we are well placed to 65.9 million tonnes of our crude meet that demand. steel through the basic oxygen Financial statements Left Belval, Luxembourg ArcelorMittal Annual Report 2011 17
  • 17.
    Our business continued Mining the group’s own iron ore production Our total metallurgical coal reserves ArcelorMittal has built up a was sold to external customers. are estimated at 323 million tonnes. world-class resource base in The group’s coal mines are located iron and coking coal through In 2011, ArcelorMittal’s own mines in Kazakhstan, Russia and the US. a combination of acquisitions produced 54.1 million tonnes of and internal expansion. Our iron ore1; our own mines and A number of growth projects are geographically diverse portfolio strategic contracts produced under way – most notably in of mining assets gives us the 65.2 million tonnes of iron ore Canada and Liberia. The group is opportunity to supply the which was equivalent to 57%2 of on target to expand annual iron ore developing world as well as our the group’s requirements. A total production (including off-take from own steel facilities. Since January of 28.0 million tonnes was shipped long-term contracts) to 100 million 2011, the mining business has internally and externally at market tonnes by 2015. reported as a separate segment. price3. Production of metallurgical 1 Own iron ore production excluding This has enhanced our ability to coal hit 8.3 million tonnes4; this strategic long-term contracts. maximize returns, optimize the was an increase of 20%. 2 Assuming full production at Peña Colorada allocation of capital and pursue for own use. our growth plans – which involve Our ore reserve estimation 3 Market price tonnes represent amounts a material increase in production and reporting processes are now of iron ore and coal from ArcelorMittal mines that could be sold to third parties and sales to third parties. standardized and reserve estimates on the open market. Market priced tonnes will be updated and reported that are not sold to third parties are All raw materials that can practically annually. Following a full review of transferred from the Mining segment to be sold outside the group are now our life-of-mine plans, ore reserves the company’s steel producing segments at the prevailing market price. Shipments of either marketed to third parties or and mineral resource estimates, our raw materials that do not constitute market transferred to ArcelorMittal facilities iron ore reserves are now put at price tonnes are transferred internally on at market price. Production from 3.8 billion tonnes. Our principal iron a cost-plus basis. captive mines closely linked to one ore mining operations are located 4 Own coal production excluding strategic long-term contract. of our steel facilities is transferred in Canada, the US, Mexico, Brazil, internally on a cost-plus basis. In Algeria, Bosnia and Herzegovina, 2011, approximately 17%1 of Ukraine, Kazakhstan and Liberia. Mining business portfolio Key assets and projects 6 4 17 ArcelorMittal is listed on 18 20 5 the stock exchanges of 2 3 13 19 New York (MT), Amsterdam (MT), Paris (MT), Luxembourg 12 (MT) and on the Spanish stock exchanges of Barcelona, Bilbao, 9 1 Madrid and Valencia (MTS). 21 22 10 11 7 Non ferrous mine 8 Iron ore mine 15 Coal mine 14 16 Existing mines New projects 1 Mexico Iron Ore 7 Brazil Iron Ore Serra Azul 100% 16 Coal of Africa 15.9% interest Las Truchas & Volcan 100%, 8 Brazil Iron Ore Andrade 17 Ukraine Iron Ore 95% Peña Colorada 50%* expansion 18 Kazakhstan Coal 2 US Iron Ore Minorca 100%, 9 Mauritania Iron Ore 8 mines 100% Hibbing 62.3%* 10 Liberia Iron Ore 70% 19 Kazakhstan Iron Ore 3 Princeton 7 mines 100% 11 Liberia Iron Ore phase two 4 mines 100% 4 Canada Iron Ore 100% 12 Algeria Iron Ore 2 mines 70% 20 Russian Coal 2 mines 98% 5 Canada Iron Ore expansion 13 Bosnia Iron Ore 51% 21 India Iron Ore project (Mont-Wright) 14 South Africa Iron Ore* 22 India Steam Coal 6 Canada Iron Ore Baffinland 70% 15 South Africa Manganese 50% * Includes share of production not controlled by ArcelorMittal.
  • 18.
    Overview Our strategic priorities Our business 1 Health and safety 2 Maintain and improve 3 Grow our mining resource our production facilities and Health and safety is our cost competitiveness base sustain R&D and product first priority across all sites, With $4.0 billion of Our mining business currently quality, acquisitions will be countries and levels of the management gains banked since accounts for around 30% of made only selectively and company, and is embedded 2008, ArcelorMittal is targeting group profitability. We have where they are strategically in all our values. We are driven a further $0.8 billion of savings ambitious growth plans important. We are committed Sustainability to create a safe and healthy by end of 2012. These will to increase our supply of iron to maintaining our investment workplace with no accidents come from operational ore to 100 million tonnes grade rating. We are also and fatalities. Journey to Zero, improvements, sales, general (including strategic contracts, considering some non-core our company-wide health and and administrative expenses but excluding the potential asset divestments. safety program to reduce (SG&A) and fixed cost savings. output from Baffinland) by workplace accidents and 2015, including doubling of 5 Execute organic growth occupational diseases, In addition, progress has been our market-priced tonnages opportunities in emerging embodies our health and safety made on the asset optimization over five years. markets Performance goals: to become the safest plan launched in September Although we have temporarily steel and mining company in 2011. By focusing production 4 Preserve balance sheet suspended steel growth the world. on our lowest-cost facilities strength expenditure due to current and better aligning our Since the 2008 crisis, we have uncertainties arising from the footprint to market demand, materially strengthened our eurozone sovereign debt crisis, we target $1 billion sustainable balance sheet, reducing debt depending on local market Ebitda run rate improvement and extending the average conditions and projected global by the end of 2012. maturity of our borrowings. and regional demand trends, we Governance While we will continue to will continue to target growth invest in order to maintain in key developing markets. Financial statements 2011 highlights January group strategy, CTO, September November ArcelorMittal’s stainless research and development, ArcelorMittal commences As a first-time entrant to and specialty steels business global automotive and as a commercial iron ore the survey, ArcelorMittal is spun-off into Aperam. member of the investment production from its mining is listed in Aon Hewitt’s allocation committee. operations in Liberia. This European list of ‘Top March Christophe Cornier chooses launch is an important Companies for Leaders’ ArcelorMittal and Nunavut to retire from the GMB and milestone in the recovery and ranks among the Iron Ore Acquisition Inc. assumes the role of advisor of Liberia’s economy, which top seven companies complete the acquisition to the CEO and GMB; he was devastated by 14 years in Europe. of Baffinland Iron Mines retires on December 14, 2011 of civil war. Corporation shares as chairman of ArcelorMittal December under their joint offer France. The management After first gaining entry ArcelorMittal celebrates (70% ArcelorMittal and committee is extended from in 2010, ArcelorMittal its 4th annual International 30% Nunavut). 12 to 24 members (more is included into the Volunteer Work Day: details on page 68). prestigious Dow Jones thousands of employees May Sustainability World Index volunteer in different ArcelorMittal plans to June (DJSI) for the second activities to improve the expand its Mont-Wright ArcelorMittal received the consecutive year. lives of the people in mining complex and have Best Process Innovation the community. additional construction October ArcelorMittal Annual Report 2011 award in American Metal at Port-Cartier in Canada Market’s (AMM) 2011 Awards ArcelorMittal is given the (subject to environmental for Steel Excellence for our ‘Life Cycle Assessment and other regulatory S-in motion concept and Leadership’ award by approvals). the company’s continuous the World Steel Association commitment to producing the for the quality of the work ArcelorMittal’s Group performed by the life cycle Management Board and most ground-breaking steel for the automotive sector. analysis team of global management committee research and development, grow. Lou Schorsch joins based in Maizières, France. the GMB with responsibility for Flat Carbon Americas, 19
  • 19.
    Health and safety:our number one priority Health and safety is At ArcelorMittal, we are committed We sincerely regret the loss of to becoming the safest steel and 27 colleagues (20 in steel and ArcelorMittal’s number mining company in the world. Our seven in mining) in work-related one priority – across group-wide Journey to Zero safety incidents in 2011. While that is a all sites, in all countries program aims to achieve zero one-third reduction on the number and at every level. Our fatalities, accidents and of fatalities from the previous year, occupational illnesses. Launched in every fatality is one too many. We Journey to Zero safety 2008, it was followed by a global have been working hard to drive improvement process has agreement on occupational health the systematic application of our delivered four consecutive and safety with our trade unions, fatality prevention standards at all years of progress. Further setting a precedent in the industry. sites and at the same time focusing on improving contractor safety significant improvement In 2011, our safety performance performance. is targeted year by year. improved for the fourth consecutive year. Based on figures These were two of the key both for our own personnel plus outcomes of a global health and our contractors, our lost time injury safety summit held in Canada in frequency rate (LTIFR) fell from January 2011 involving all of our 1.8 per million hours worked in top management. The purpose 2010 to 1.4 now. Significant of the summit was to strengthen improvement was achieved in our our journey to zero by agreeing Mining operations, in Flat Carbon measures that would achieve a Europe, in Long Carbon Americas quick and sustainable reduction in and Europe, and in Asia, Africa and accidents and replicate the success CIS. The fourth quarter of the year of our top-performing sites across – the best performance achieved the rest of the group. to date – saw a further fall in the LTIFR to 1.2, with improvement in all our operations other than Flat Carbon Americas. Wellness projects In 2011, the group launched fact-finding communities for HIV/AIDS and certain types of addictions. The objective was to gather knowledge on their prevention to then be used to further educate on best practices within the company and therefore help to protect ArcelorMittal employees across other sites. Right Buchanan, Liberia 20
  • 20.
    Overview The meeting drewon the examples It also noted that several sites had Joint health and safety committee In addition to health subjects, all Our business of four of our larger sites – achieved a significant improvement As part of the global agreement sites organized physical activities. ArcelorMittal Dofasco in Canada, in their safety record. Major with our unions, forged in 2008, For example, several sites in nine ArcelorMittal Bremen in Germany, improvements have been obtained we set up a joint health and safety countries participated in the first ArcelorMittal Bergara in Spain and by site in Temirtau, Monlevade, committee, which meets once a global race. our Andrade iron ore mines in Brazil Lázaro Cárdenas, Tubarão and quarter. In 2011, meetings were – to demonstrate how and why Asturias. The business units held in London (planning meeting), In 2011, more than 103,000 they are succeeding in driving down Industeel and tubular products ArcelorMittal Acindar in Argentina, people participated in activities. or eliminating accidents. Andrade have also made great progress. The event received positive Sustainability ArcelorMittal Tubarão in Brazil, last year celebrated its 19th year ArcelorMittal Vinton and LaPlace reactions and will now be an without a lost time injury. At ArcelorMittal Tubarão in Brazil, (US sub-committee only), annual fixture with the new name a program to focus on contractor ArcelorMittal Zenica in Bosnia and ‘health awareness program’. The critical message that safety resulted in a 79% reduction Herzegovina and ArcelorMittal ArcelorMittal leaders took from in the LTIFR compared with the Dąbrowa Górnicza in Poland. Health projects the summit was that the key is to previous year. Some operations have We aim at improving the prevention foster a culture of shared vigilance in a long-term record of exemplary In August, we issued a report jointly of occupational diseases by various which every employee is proactive safety performance. Our Al Jubail means in the long-term. In order Performance with the European Metalworkers’ about and responsible for his/her project in Saudi Arabia has obtained Federation, the International to benefit both ArcelorMittal safety of and those around them. more than 10 million hours worked Federation of Metalworkers and employees and the local As part of that, it was agreed to without any lost time injury, despite the United Steel Workers, community, we are working with strengthen ‘visible felt leadership’, the presence of four major examining how the company had Project CURE, a US non-profit with leaders at every level contractors on the site employing worked together with its unions organization providing second-hand encouraging employee engagement people of 14 different nationalities. across the world to improve safety medical equipment, consumables in safety performance. We want our performance. The report concluded and material to improve local employees and contractors not only Within our Mining operation, that the joint committee had helped hospitals and clinics. Three projects Governance to comply but be committed to our Journey to Zero has had a to build a positive workplace culture have already been successfully health and safety standards. significant impact on safety and improved collaboration and conducted in our Liberian hospitals; performance. The LTIFR has fallen coordination between unions similar projects are ongoing in One other area of focus is to steadily since 2008, reducing from and management, both locally Romania and Kazakhstan. make better use of leading 3.4 to 1.2 in 2011. In the US, and globally. indicators. Managers must ArcelorMittal Princeton has been We are also focusing on educating know and understand the data on recognized for open-mine safety by Health and Safety Day our employees in the area of ‘near hits’ and unsafe situations the Virginia Department of Mines, As in prior years, the group-wide ‘occupational hygiene’. Financial statements so preventative measures can be Minerals and Energy. ‘Health and Safety Day’ was held taken. We are setting up advanced in all of ArcelorMittal’s sites to A lot of attention has been further safety monitoring systems to In order to create a culture where coincide with the International paid to increasingly standardizing better prevent accidents. all employees and contractors are Labor Organization’s World Day operations and medical emergency valued above all other priorities, for Safety and Health at Work. The improvement projects on a number Based on the outcome of the the Mining team launched the theme was ‘from priority to value’. of sites, etc., as well as improving January summit, every business ‘courageous leadership’ set of showers, restrooms, dressing rooms unit was required to present an values. From top management to Health Week and canteens for several sites. updated health and safety plan the shop floor, it clearly sets the Our ‘Health Week’, launched as a by April 28, 2011 – the date of expectation that everyone has pilot project in 2010, was extended REACH legislation the ArcelorMittal annual Health the authority, responsibility and across the entire group in 2011. We continued to file follow-up and Safety Day – at the latest. accountability to courageously Focusing on non-occupational data on all substances registered A follow-up seminar was held speak up when someone is diseases and wellness, the event under the EU REACH legislation in London in December 2011, thought to be at risk. received positive reactions and will concerning the authorization and involving the GMB and now be an annual fixture. It has three restriction of chemicals, and management committee members, The progress made to date confirms objectives: screening, detection of prepared for the registration and action plans were discussed for that our Journey to Zero program high risk population and awareness of smaller volume products 2012. That meeting agreed that has set us on the right path. In plus education. (< 1000 t), for which the top priority sites (those that had 2012, the focus of our effort will registration deadline is in 2013. suffered two or more fatalities in be in further embedding a health During one week, all employees the last two years) would receive and safety culture in all our sites of ArcelorMittal sites could closer attention month-by-month and drastically reducing fatalities. receive education on health and there would be focus on sites We have set ourselves the target matters through health fairs, having too high a LTIFR (‘red sites’). of achieving an LTIFR of 1.0 or less posters, stands, lectures, tests, ArcelorMittal Annual Report 2011 by 2013 at the latest. etc., assess their health risk factors (obesity, hypertension, diabetes, stress, etc.), and discover how to improve both their physical and mental health while lowering risks of some diseases. 21
  • 21.
    Our steel and mining operations In 2011, all of the group’s Safety There was a marked variation in the The safety performance improved performance of different segments, steel segments had to in 2011 in all segments of the reflecting the divergence in regional deal with challenging business except Flat Carbon and sectoral demand patterns. conditions. The final Americas and Distribution Solutions. While Flat Carbon Europe bore the quarter saw a fall in Overall, the group’s lost time injury brunt of European destocking and frequency rate (LTIFR) improved for a significant price-cost squeeze apparent steel demand the fourth year running, falling from towards the end of the year, Flat in a number of markets, 1.8 hours per million worked to 1.4. Carbon Americas benefited from most notably China. The A further significant improvement strengthening underlying demand European market was in the safety performance is in North America, offset in part by a targeted over the next two years. soft market in Brazil. Long Carbon hard hit as the eurozone Americas and Europe saw a crisis intensified and the Performance softening in demand and pricing in effect on steel demand In 2011 Ebitda rose by 18.7% to its major markets in the second half was amplified by $10.1 billion, with much of the of the year. improvement driven by our Mining significant inventory segment. Crude steel production Asia, Africa and CIS suffered a reduction on the part rose from 90.6 million tonnes to number of production problems in of customers. 91.9 million tonnes, while steel 2011 which constrained its output, shipments rose fractionally to but its financial performance 85.8 million tonnes. Ebitda per improved on the back of stronger tonne finished 18% higher than average selling prices. Our in 2010, at $118. Distribution Solutions segment achieved significantly higher selling prices in 2011 than in 2010, though inventory reduction in Europe in the final quarter resulted in a price-cost squeeze. Our Mining segment made strong progress in 2011, lifting Ebitda by around one-third. Now managed 2011 Ebitda split by segment and reporting separately, it delivered on its targets to increase iron ore and coal production by 2012 by 10%. By the fourth quarter, it was producing iron ore at an annualized rate of 60 million Health, Safety and Environment (HSE) Excellence Awards for tonnes as our greenfield venture ArcelorMittal Point Lisas in Liberia progressively ramped After more than one year with up production. zero lost time injuries and the inauguration of an improved health care facility for employees, As part of the move to manage our ArcelorMittal Point Lisas was Mining segment’s results separately, presented with the HSE Excellence where production of iron ore or Award by the American Chamber of coal is marketable, it is now either Commerce of Trinidad and Tobago (AmCham). transferred to the group’s internal customers at market price or sold on This site is making significant progress on the collective journey to zero. world markets. In 2011, just over half of our iron ore production was shipped at market price, an increase of 11.5% year-on-year. Increasingly, new iron ore and coal production will be marketed commercially to third Segment $ million parties. Iron ore and coal production Flat Carbon Americas 2,109 is targeted to increase by a further Flat Carbon Europe 1,500 10% in 2012. Long Carbon Americas and Europe 1,866 AACIS 1,238 Distribution Solutions 271 Mining 3,063 22
  • 22.
    Overview Our business Flat Carbon With 19 plants spanning Safety The lost time injury frequency rate “The year 2011 was a relatively solid one, but we have a long way Canada, the US, Mexico Americas and Brazil, Flat Carbon remained flat in 2011 at around to go to recapture the position we 1.9 hours per million worked. One were in before the crisis,” stresses Americas (FCA) produces fatality was sustained at the Burns Mr Schorsch. a complete range of flat Harbor plant. “This was distressing rolled products. It is the and highly regrettable,” says Lou Investments Sustainability Schorsch, GMB member, Two substantial projects are due to largest plate producer in responsible for Flat Carbon complete in the first half of 2012. North America, a leader Americas, “but it represents our An upgrade to the hot strip mill at in tinplate and a major best performance on fatalities since Indiana Harbor will allow the plant the merger.” Two of the segment’s to meet growing demand for supplier to the automotive operations, ArcelorMittal Dofasco high-strength steel grades of market throughout the in Canada and ArcelorMittal Tubarão 20mm thickness or more. At Burns western hemisphere. Its in Brazil, typically figure among the Harbor, upgrades to the plate mill market share in the North Performance group’s top performing plants for are focused on improving product safety. The Brazilian operation made quality. Both projects will cost in American automotive substantial headway on contractor the region of $50 million. market exceeds 35%. safety in 2011. Two other projects, at “A major focus for FCA in terms ArcelorMittal Dofasco in Canada of safety is to sustain the positive and ArcelorMittal Vega do Sul in momentum in the US plants,” says Brazil, are on hold pending an Governance Mr Schorsch. “The commitment improvement in demand. During and the focus are there.” the first half we will also be commencing a major reline of blast Performance furnace no. 1 in Tubarão – its first Most areas of Flat Carbon Americas in 28 years, a world record. made a good recovery in 2011, with the North American operations Outlook buoyed by an upturn in the US US automotive production is Financial statements automotive, capital goods and forecast to increase to around Flat Carbon Americas energy sectors. There was a 13.8 million units in 2012. That continued strong performance from is around one million units more 36 ArcelorMittal Lázaro Cárdenas in than in 2011, but is still some Mexico, aided by low natural gas 15% below peak production levels. prices and strong operating With the capital goods and energy performance. sectors demonstrating a confident + % The Brazilian operations were recovery, Mr Schorsch expects demand for flat steel in North Rise in Ebitda as compared negatively impacted by an America to grow by around 5% in with the year ended inventory overhang from 2010. 2012. Moreover, North American December 31, 2010 “The combination of a high spot prices began to improve in Below Belval, Luxembourg currency, inflation, and a domestic mid-November and sustained market that had suffered a surge those gains into 2012. in imports the previous year made conditions challenging,” says Mr Elsewhere, the outlook is more Schorsch. Slab operations in both mixed. In Mexico, improved Brazil and Mexico were affected performance is dependent on an towards the end of the year by expansion in iron ore production, weakness in the international which is currently underway. Supply markets occasioned by the euro and demand are now in better crisis; Brazil exports roughly one balance in Brazil, but the underlying quarter of its production as slabs. rate of growth has slowed, at least temporarily. “We continue to look at ArcelorMittal Annual Report 2011 Overall, crude steel production ways to participate in the expected rose from 23.1 million tonnes longer-term growth in these to 24.2 million tonnes, while developing markets, by, for instance, shipments increased from 21.0 increasing our downstream million tonnes to 22.2 million footprint,” says Mr Schorsch. tonnes. With a substantial improvement in North American steel prices, Flat Carbon Americas lifted Ebitda by 36% to $2.1 billion on sales of $21 billion (2010: $17.7 billion). 23
  • 23.
    Our steel and mining operations continued Flat Carbon Europe Flat Carbon Europe Safety There was further good progress Flat Carbon Europe recorded an operating loss in both the third and is the largest flat steel in our safety performance in 2011. fourth quarters. The figures were producer in Europe and The lost time injury frequency rate impacted by impairment charges operates 15 integrated fell from 2.3 hours per million relating to the intended closures and mini-mill sites in worked to 1.6. It is still a matter of at Liège and costs associated with huge regret that there were four the implementation of the asset Belgium, France, fatalities in Flat Carbon Europe, optimization plan, primarily in Spain, Germany, Poland, for which we implemented very offset by a number of positive items. Romania and Spain, intensive fatality prevention with downstream activities standard programs. “At the end of Investments the day, our frequency rates in Flat Flat Carbon Europe invested in a further five countries. Carbon Europe are good but they $1 billion as capital expenditure in It produces hot-rolled need to be improved,” says Aditya 2011 ($792 million in 2010), of and cold-rolled coil, Mittal, GMB member, responsible which 12% was spent on health, coated products, tinplate, for Flat Carbon Europe. “Within Flat safety and environment, 30% on Carbon Europe, there is a list of maintenance and renewals and the laser-welded blanks, 15 mandatory actions that we want remaining major part was invested plate and slab. It sells to implemented, and there is a specific on efficiency and growth projects. a variety of industries, program to implement mandatory The key projects were the relining including packaging actions across the organization.” of blast furnace no. 2 in Fos-sur- Mer in the third quarter and the and general industry, Performance revamping of blast furnace no. 5 thanks to ArcelorMittal’s After a solid first half, market in Galati, Romania in the fourth high value-added conditions deteriorated with the quarter. Also, the proceeds of the products and steel onset of the euro crisis in the third carbon dioxide (CO2) sales will be quarter, leading to severe inventory entirely used to fund the energy solutions, which have reduction and a decline in average efficiency projects. contributed to major selling price per tonne in the fourth improvements to quarter. Against this backdrop, the In 2011, Flat Carbon Europe crash worthiness and company announced the intended acquired the 2 million tonne coke closure of the two blast furnaces, plant located in Bottrop, Germany weight reduction. sinter plant, steel shop and from Ruhrkohle AG, in order to continuous casters in Liège, Belgium. increase its coke self-sufficiency. We also temporarily idled some Flat Carbon Europe also acquired other plants in order to balance controlling stake in ATIC Services the production to market demand. (logistics and harbor company) in December 2011. ArcelorMittal Skopje: Over the year, crude steel Macedonia’s ‘Best Employer production fell from 30 million Outlook in the field of Health and tonnes to 29.5 million tonnes, while “While the economic indicators Safety 2010’ steel shipments were 0.4 million remain mixed, we expect some ArcelorMittal Skopje was recognized pick-up in demand from mid-year as ‘Best Employer in Macedonia tonnes lower at 27.1 million tonnes. in the field of Health and Safety’ Ebitda reduced from $2.0 billion to as the destocking initiated in the by the Macedonian Occupational $1.5 billion on sales of $31.1 billion fourth quarter runs its course,” Safety and Health Association, (2010: $25.6 billion). says Mr Mittal. Many of Europe’s under recommendation from automotive manufacturers continue the Federation of Macedonian Unions. On April 28, 2011, to enjoy strong export demand. ArcelorMittal’s Health and Safety The outlook for much of Central Day was further celebrated as and Eastern Europe and the CIS ArcelorMittal Skopje was announced is positive. the winner at a special ceremony held in Skopje. Since the start of 2012, European Right Poland steel prices have edged higher, but US prices still remain at $100 a tonne higher. “There is still not premium on import parity,” says Mr Mittal, “and we expect this gap to narrow further as we move through the first half of the year.” We anticipate a limited recovery of sales volumes for Flat Carbon Europe in 2012 with steady improvements thereafter. Prices and margins over raw materials are expected to marginally improve over 2012. 24
  • 24.
    Overview Our business Long Carbon Long Carbon is a global Long Carbon Americas. “These six fatalities are too many,” says Michel Investments Two new projects were started business operating Americas and 35 mills in 17 different Wurth, GMB member, responsible for Long Carbon. “We are putting in 2011. A new wire rod mill at ArcelorMittal Duisburg in Germany Europe countries. It enjoys strong even more emphasis on the is expected to enter production at market penetration in implementation of our fatality the end of the first quarter of prevention standards and working 2012. With a capacity of 450,000 Europe, America and to change the mindset of our tonnes, its higher quality range of Sustainability Northern Africa. Long people to build in a sense of long products will take Long Carbon Carbon is the largest responsibility for others.” into new, value-added markets, producer of steel sections, including automotive, where Flat Performance Carbon Europe already has a offering the widest range After a solid first half, demand for strong presence. – from small and medium long products weakened from the to jumbo beams. It is third quarter as market sentiment A project to produce head- also a leader in wire rod, was affected by the European hardening of rails, for railway Performance sovereign debt crisis. The downturn systems with heavy loads, was rebars, special and was most marked in Europe but US initiated in Veriña, Spain. The new merchant bar. demand also softened. Appreciation plant has been operational since of the Brazilian Real had a negative January 2012. Plans to expand wire Increasingly, Long Carbon is a impact on the local market. rod capacity at Monlevade in Brazil provider of engineering support Construction markets in 2011 have been put on temporary hold, services. As the world leader in declined for the fourth year in a as sufficient capacity at other sites sheet piles, we provide technical row especially in Southern Europe. is available to serve our customers. Governance solutions to some of the world’s most challenging infrastructure Long Carbon shipments rose Outlook projects. With strong support from from 23.1 million tonnes in 2010 The outlook for the first quarter R&D, and a downstream presence in to 23.9 million tonnes in 2011. of 2012 is improving with better wire drawing and distribution, we Production was around one million economic indicators in the US are continuously adding to the tonnes higher, at 23.6 million and, to a lesser extent, in Europe. range of higher value services. tonnes. Sales rose from Demand in much of South America $21.3 billion to $25.2 billion. is firm. Brazil’s preparations for the Financial statements Long Carbon Americas Safety However, with profitability per football World Cup in 2014 and the and Europe There was a marked improvement tonne falling sharply in the second Olympics in 2016 should positively in overall safety metrics in 2011, half of 2011, Long Carbon recorded impact demand for steel for with a 30% drop in the LTIFR in the an Ebitda of $1.9 billion compared construction and infrastructure 25.2 Americas and one of 20% in Europe. with $2.1 billion the previous year. from 2013. “Long Carbon is also However, there were five fatalities set to benefit from a progressive in Long Carbon Europe and one in For Long Carbon Americas, the shift towards higher value and $ bn market improved in the second part of 2011 compared with the quality products within its sales mix,” says Mr Wurth. Sales 2011 first semester; this improvement, Below Belval, Luxembourg combined with a strong cost- Tubular products cutting drive, enabled the segment ArcelorMittal is one of the to be close to the budget target. world’s major producers of tubular products, serving markets as The figures were also impacted by diverse as energy, mechanical, the restructuring costs associated construction and automotive. with the asset optimization plan. With 23 facilities in 11 countries, With demand levels more than we produce a complete range of 20% below pre-crisis levels, we products, spanning seamless, spiral have taken steps to idle higher cost welded and longitudinal welded. plants. In September, the decision was taken to temporarily idle the In 2011, our tubular products Rodange and Schifflange plants business produced just under in Luxembourg. In January 2012, 1.6 tonnes of steel tubes. ArcelorMittal Annual Report 2011 the Madrid section mill was put The Al Jubail joint venture in Saudi on indefinite idle. Arabia to produce seamless tubes is expected to start hot commissioning “The changes have improved by September 2012 and to enter cohesion within the management production in the second quarter teams and delivered early gains,” of 2013. Planned capacity is says Mr Wurth. Long Carbon 600,000 tonnes. Europe was reorganized into four business units in 2011 in order Safety performance in tubular to better align the operational products was good – with a LTIFR structure with the customer base. of 0.8, well below the group’s The new units are Europe North, average, and zero fatalities. East, South and North Africa. 25
  • 25.
    Our steel and mining operations continued AACIS Our Asia, Africa and Safety Overall safety metrics in AACIS In Kazakhstan, a new 6-strand billet continuous caster is being CIS segment operates showed a further improvement commissioned at Temirtau in the steelmaking facilities in in 2011, with the lost time injury first quarter of 2012. Built at a cost Ukraine, Kazakhstan and frequency rate falling from of $40 million, it takes the Kazakh South Africa. Kryviy Rih 0.9 hours per million worked to plant into long products with the 0.7, around half the average for the ability to produce 1.4 million tonnes in Ukraine is the world’s group as a whole. While this testifies of semis. A reline of the blast largest producer of long to the amount of effort invested in furnace no. 2 at Temirtau is due to products, specializing in improving safety in recent years, be completed in April 2012, at a rebars and wire rod, there were still seven fatalities, cost of $110 million. A gas cleaning including four in one plant in South project will also be completed later with 5.7 million tonnes Africa. “A renewed push, including this year and other safety projects of production in 2011. additional safety audits, more are under way. Temirtau in Kazakhstan training and moves to target produces flat products. sub-contractors in particular, is In South Africa, new sinter plant under way; management is fully dedusting equipment is being It is the largest integrated committed to the goal of zero installed at the Vanderbijlpark plant steelmaker in Kazakhstan fatalities,” says Gonzalo Urquijo, at a cost of around $40 million. with a production of GMB member, responsible It will be completed by mid-year. 3.6 million tonnes in 2011. for AACIS. A number of other safety and environmental projects are also Our four plants in South Performance under way. Africa produced Following production problems 5.3 million tonnes last in South Africa and Ukraine that Our development strategy in year. Around 65% of their resulted in the loss of around 2.3 India and China progressed in 2011. million tonnes of output, crude In both countries, we secured output is in flat products. steel production finished the year assets to provide the company marginally lower than before, at with options. Even though the 14.6 million tonnes. That compares investment environment is with 14.9 million in 2010. Steel challenging in India, especially in land shipments were down from acquisition, resource allocation for 13.3 million tonnes to 12.5 million industrial development, high interest tonnes. With average selling prices rate and high inflation environment, around 21% higher than in 2010, we are still interested and we hope Ebitda rose from $1.1 billion to $1.2 that this environment will improve billion on sales of $10.8 billion, up in coming years. from $9.7 billion the previous year. Outlook Community development Investments In the emerging economies that in South Africa A $600 million investment program AACIS mainly serves, demand is The ArcelorMittal is under way across AACIS plants to stable, although customers remain Foundation supports improve productivity, expand the wary of carrying excess stocks and ‘Collect a Can’ in South Africa, a product range and address safety there is a lack of forward visibility, project which aims and environmental issues. says Mr Urquijo. “The biggest to collect metal challenges we face for 2012 are cans, separate the In Ukraine, a new ladle furnace and improving our safety record and tin from steel and then sell the 6-strand billet continuous caster at dealing with the issue of reliability,” recuperated materials. Kryviy Rih is scheduled to come on he says. “That means investing in stream in the final quarter of 2012. training at all levels. We also need to Given that the recovery rate of Costing $93 million, it will add step up productivity to maintain our cans has risen from Above South Africa 1.2 million tonnes of capacity, competitiveness.” 18% to 67% in improve productivity and product the last 15 years, quality and take Kryviy Rih into protection of the environment is one smaller diameter products. of the project’s biggest achievements. It also helps to educate children, who are taught not to drop litter. ‘Collect a Can’ has also had a positive effect on community development, since it provides regular employment for around 37,000 people. 26
  • 26.
    Overview Our business Distribution Centered on Europe, In addition, the business acts as an international sales network for the Investments In May 2011, Distribution our Distribution Solutions Solutions segment operates from group’s steel mills. Solutions acquired the Cognor distribution network in Poland. around 400 sites and Safety Comprising 12 warehouses, has more than 40,000 With a lost time injury frequency Cognor complements our existing rate of 3.2 hours per million worked, distribution network in the active customers. It enjoys including two fatalities, Distribution country and extends the sales Sustainability a 12.8% share of the Solutions’ safety performance in platform for our six steel mills in European steel market, 2012 fell a long way short of target. Poland. Greenfield investments with leading positions in “We benchmark our performance were made to extend distribution against competitors,” says Gonzalo facilities in Dubai and Turkey. France, Belgium, the Urquijo, GMB member, responsible Netherlands, Luxembourg, for Distribution Solutions. “But just Outlook Spain, Italy and Poland. being better than the industry Mr Urquijo says that, following Approximately 65% of its norm is not good enough. We are the destocking that has taken Performance redoubling our efforts, with now place, the outlook in Europe is sales are in flat products, more than 20% of all our managers’ stable, although underlying with most of the time dedicated to safety. We have demand is flat. “We have three remainder in long. everyone’s full involvement and challenges for 2012,” he says. Through its network of we are looking for a major “The first is to improve our safety improvement,” he says. performance; the second is to steel service centers, review our cost structure; and the Distribution Solutions is Performance third is to work more closely with Governance able to provide highly Distribution Solutions shipped the upstream businesses to better customized solutions to 18.4 million tonnes of steel in manage our stocks and reduce 2011, up from 18.2 million tonnes cyclical volatility.” Our aim is to even small customers. in 2010. Amidst destocking on the become the preferred supplier of part of customers, average selling our customers by accomplishing prices declined towards the latter the above. part of the year. With a severe price-cost squeeze, Ebitda fell to Financial statements Distribution Solutions $271 million from $456 million in 2010. Sales were $19.1 billion “Our competitive position 18.4 (2010: $15.7 billion). has been set as one of our priorities for 2012 with specific actions mt in terms of developing our high value-added Steel shipments in 2011 products. We aim to 285 new apartments improve our customer In December 2011, ArcelorMittal Kryviy Rih commissioned new residential housing for service and to further its employees, thus fulfilling one of the key develop the cooperation investor obligations in the social area according to the sales and purchase agreement (SPA). between upstream, The plant invested around 64 million UAH downstream and our into the construction of two new modern nine-storied buildings in the 2nd and the distribution network 3rd Vostochny microdistrict in Gutovsky street. which is very close to VV Vaideeswaran, the CEO of ArcelorMittal our end customer.” Kryviy Rih commented, “We are proud today to finalize one of our main investment Michel Wurth obligations according to the SPA. Even in the Member of Group Management midst of the most severe crisis in the industry’s Board, responsible for Long Carbon history we continued fulfilling our social ArcelorMittal Annual Report 2011 obligations and building apartments for our workers. We care about the safety of our workers and their overall well-being, as well as the well-being of their families.” Right Kryvih Riy, Ukraine 27
  • 27.
    Our steel and mining operations continued Mining With major expansion Since the start of 2011, Mining has reported as a separate segment production, excluding ore sourced from strategic long-term contracts, and development within the group. This has facilitated increased by 11% to 54.1 million programs underway improved operating decisions and tonnes. Of that total, just over half in Canada, the US, the optimal allocation of capital. At (28 million tonnes) was shipped at Brazil and Liberia, the same time, all production that market price. That was an increase can practically be sold outside the of 12% year-on-year. and increasing tonnages group is now either transferred to of both iron ore and internal customers at market prices Coal production was lifted by 20% coal being marketed or sold to third parties through the year-on-year to 8.3 million tonnes. externally, Mining business’s global marketing arm. Of that total, 4.9 million tonnes was Production from captive mines – shipped at market price, an increase is an important growth where marketing to third parties of 46%. engine for the group. is limited by logistics or quality – continues to be transferred on Mining achieved an Ebitda a cost-plus basis to the group’s of $3.1 billion on sales of steel facilities. $6.3 billion. That compared with $2.3 billion on sales of The portfolio of mining assets $4.4 billion the previous year. stretches around the globe, from Mexico to Russia and from the Safety performance Arctic Circle to the southern tip of Safety is the number one priority Africa. With a geographically in the Mining business as in all diversified portfolio of operating ArcelorMittal operations. “Our assets and growth projects in iron target is to become the safest ore, coal and manganese, the metals and mining company in the mining business is strategically world,” says Mr Kukielski. Mining positioned to supply the emerging has made great strides in the past markets as well as its internal four years, reducing the lost time customers globally. injury frequency rate (LTIFR) from 4.0 per million hours worked in Mining responsibly Peter Kukielski, GMB member, 2007 to 1.2 in 2011. The latest In 2011, ArcelorMittal began iron chief executive of Mining, says figure represents an improvement ore mining in Liberia. Prior to this, ArcelorMittal launched the most the “vision within Mining is to of 23.5% on the 2010 outturn. comprehensive environmental study create value through operational ever undertaken in Liberia of the excellence and profitable growth, There have been some dramatic Nimba mountain range. This is home while caring for the environment improvements in safety to Liberia’s biggest iron ore deposits, and it is also one of West Africa’s few and our people, and maintaining performance. ArcelorMittal remaining wet-zone forests. safety first – always.” Princeton in the US has gone from being the worst performer among ArcelorMittal partnered with a number of international conservation In 2011, Mining achieved all the group’s mines in 2008 to groups to explore how the company demanding production targets. recording a LTIFR of zero in 2011. can help reverse the history of With the first shipments of ore from environmental damage in Nimba. As the new mine in Liberia, iron ore a result, ArcelorMittal found several new species including a fish, a frog and a dragonfly and confirmed that the Nimba mountains are home to animals that live nowhere else but Above Buchanan, Liberia in this part of Liberia. A biodiversity Right Kazakhstan conservation program has now been launched as the protection of the rainforest is crucial to ArcelorMittal’s plan for Liberia, and the future of rural livelihoods. 28
  • 28.
    Overview Our business Regrettably, there were still personnel and periodic validation 900 million tonnes, on which to Coal production is planned to rise to seven fatalities in the coal mining by external specialists. base future expansion. at least 11 million tonnes over the operations in 2011. Efforts same period. In early 2011, Mining are being redoubled to drive home At the end of 2011, proven and For more details on reserves and completed the underground mine the message that safety is a shared probable reserves of iron ore resources, please see page 202. expansion program at Princeton responsibility. “In developing our amounted to 3.8 billion tonnes Coal, increasing production capacity culture in Mining we emphasize of run-of-mine material. These Growth plans by 0.7 million tonnes a year. what we call ‘courageous reserves constitute the basis of Capital expenditure in Mining more Sustainability leadership’ in order to equip our 90% of the group’s long-term than doubled to around $1.3 billion Key projects underway include: leaders and our people with a set production forecasts. In addition, in 2011 and is set to remain at a of values,” says Mr Kukielski. “It we have measured and indicated high level as existing mines are Liberia: The first shipments from empowers people to speak up resources of iron ore estimated expanded and new ones developed. our greenfield iron ore project in when something is not right. It is at approximately 8.2 billion tonnes, The focus is firmly on growing Liberia commenced in September about creating a culture in which with further inferred resources of marketable volumes. In 2012, 2011. This was the culmination of people know they are valued, 4.1 billion tonnes. These resource production of both iron ore and four years’ development work that where they bring a positive attitude estimates provide considerable coking coal is planned to increase included the rehabilitation of Performance to work and accept the scope for growth and underpin by around 10%. 240km of railway and upgrades responsibilities of leadership – the long-term sustainability of to the port and material handling in safety as in everything else,” our operations. However, this increase is just one facilities at Buchanan. The mine he says. The mining business is stop on the growth journey. The was brought into production on targeting a LTIFR of 1.0 or Proven and probable reserves of near-term target is to expand iron schedule and within budget. In less by 2013. metallurgical coal were estimated ore production to 100 million 2012, production will be lifted at 323 million tonnes of run-of- tonnes by 2015. That includes ore to around 4 million tonnes. Management team mine coal with an average yield sourced from strategic contracts, Governance With a number of key hires in of 52%. The life-of-mine plans forecast to be around 16 million 2011, Mining now has a leadership of our coal operations are entirely tonnes by that date. Within Mining’s team with huge industry based on these reserves and own production, marketable experience. Built up over two years, extend for 20 years or more. We tonnages are expected to double the team has a proven track record also have a substantial further coal on 2010 levels. of project execution, operational resource, estimated at more than performance and commercial marketing. “Getting the right Financial statements people in the right place at the right time is one of the biggest “While our expansion plans are ambitious, we have challenges,” says Mr Kukielski. “We rigorous controls in place to ensure that we are have been able to cherry-pick, taking people from leading roles in not simply increasing production tonnage. Our the industry.” business plan envisages strong Ebitda growth even on flat iron ore price assumptions. In other Reserve and resource update words, we are well positioned to continue to deliver In 2011, Mining carried out its commitment to complete a full superior value whatever the economic backdrop.” review of all of its life-of-mine Peter Kukielski plans, ore reserves and resource Member of the Group Management Board, chief executive of Mining estimates. Reserve estimation and reporting methods were standardized to ensure best practice and alignment with Securities & Exchange Commission requirements. We also standardized our mineral resource estimates to meet the Canadian Ni 43-101 requirements. Ore reserve estimates will now be updated and reported annually. ArcelorMittal Annual Report 2011 All ore reserve and mineral resource estimates are now subject to a rigorous corporate governance process with internal technical reports, sign-off by qualified 29
  • 29.
    Our steel and mining operations continued Mining Engineering for the second phase of the project is now under way. If The Mont-Wright operations have more than 2.0 billion tonnes of iron Our commercial strategy will focus on building a customer base in both approved, this would lift production ore reserves – sufficient to support the Atlantic and Pacific growth of iron ore from 4 million tonnes a 28-year mine life at the markets to develop stable, a year of direct shipment ore to expanded production level. This is long-term demand. 15 million tonnes a year of before taking account of substantial concentrate from 2015. It includes additional resources, which could Other projects the construction of a concentrator form the basis of a further doubling While Baffinland is a key project and a further upgrade to the port of production over time. Scoping in the drive to sustain future facilities. Planned expenditure on studies are underway to confirm production growth beyond 2015, phase two amounts to $1.8 billion. the potential for further mine Mining has an internal pipeline of expansion in the Mont-Wright, Fire both brownfield and greenfield ArcelorMittal Mines Canada: Lake and Mont Reed areas. We are projects currently under Expansion of the Mont-Wright also actively exploring in areas of consideration. With our significant mine and concentrator capacity will inferred mineral resources. resource base, these projects offer increase annual production of iron the potential over the medium- ore concentrate from 16 million Andrade Mines, Brazil: Investment term for an expansion in our own tonnes to 24 million tonnes by in the Andrade Mines in Brazil will iron ore production up to and 2013. The project cost is lift production or iron ore from beyond 100 million tonnes, approximately $1.2 billion. This 1.5 million tonnes a year to before including strategic contracts. expansion capitalizes on existing 3.5 million tonnes. The expansion, rail and port facilities, the quality of which is set to cost $75 million, will Global marketing our product and our experienced be completed in 2012. With a highly experienced workforce. Its location offers easy marketing team now in place, access to US and European markets Baffinland, Canada: In March Mining is building a strong – an important consideration given 2011, ArcelorMittal, in partnership commercial presence in global that the additional production will with Nunavut Iron Ore Acquisition markets. Our goal is to be a be sold on world markets. Inc. (now WW Mines), acquired preferred supplier in an otherwise a 70% controlling interest in highly concentrated iron ore and Baffinland Iron Mines Corporation. coal industry with a broad customer Baffinland owns the Mary River base and a portfolio of long-term project, a high-grade iron ore contracts, thereby allowing us reserve in Northern Canada. to produce evenly through the The acquisition consolidated steel cycle. ArcelorMittal’s position as a major iron ore producer. Unlike many producers, we bring an understanding of our customers’ The existing feasibility study total feed requirements and we has been updated ahead of a have the ability to provide bundled board-level construction decision. deliveries of steelmaking raw In addition, a draft environmental materials to their mills. We are also impact statement has been able to leverage the group’s strong submitted to regulators, instituting shipping capability. In 2011, the process of environmental marketing trials were undertaken review. Constructive talks are in a number of markets. The focus proceeding with local stakeholders was on the growth markets of Asia, to finalize the Inuit impact benefits South America and the Middle East. agreement. The Baffinland product will be a high-quality, direct shipping mix of premium lump ore and premium fine ore sinter feed with only crushing and screening required. Above Baffinland, Canada 30
  • 30.
    Overview Our business Corporate responsibility pollution. We have also formed a Canada and the Liberian operations Safety is always a The Mining team actively works to joint environmental management will materially reduce our global cost minimize the environmental impact committee with the elders of the position in iron ore. By 2015, iron challenge for the company of its operations and engages with local Inuit communities to gain ore cash costs are expected to be and especially for mining. local stakeholders to foster knowledge of their traditions as around 15% lower than today on To improve safety in the sustainable communities. hunters and fishermen. The a constant currency basis. group’s mines in committee will scrutinize and Ongoing capital investment in the While preparing to develop our iron approve all design aspects of coal mines will similarly improve Kazakhstan, ArcelorMittal Sustainability ore mine in Liberia, we undertook the project. the cost position in coal. has invested $365 million an extensive biodiversity study and in an extensive are now working alongside local Competitive cost base “While our expansion plans are modernization program people to improve management of The Mining business strives to ambitious, we have rigorous the local environment. We have achieve its planned organic growth controls in place to ensure that we since 2007. On Baffin built schools, a training center and at an attractive cost per tonne. are not simply increasing production Island in the Canadian hospitals – all of which we fund and Compared with industry peers, tonnage,” says Mr Kukielski. “Our Arctic, site exploration operate. And we have sunk and the estimated capital costs for business plan envisages strong requires people to work Performance equipped wells to bring fresh water the major planned projects are Ebitda growth even on conservative to isolated villages. competitive, offering the prospect iron ore price assumptions. In other on frozen ice. “To minimize of compelling returns even on flat words, we are well positioned to risks, our team trained in a At our Baffinland development, assumptions of long-term iron ore continue to deliver superior value new operating procedure we have now completed in-depth, and coal prices. whatever the economic backdrop.” for measuring the base-line environmental studies. Ongoing monitoring continues. As production of both iron ore thickness of ice and Given its exceptional quality, the and coking coal increases, Mining’s evaluating conditions on Governance extracted ore will require no operating unit costs are expected floating ice covers,” processing and will leave behind to fall. The investments now being said Dave McCann, no tailings deposits or processing made in ArcelorMittal Mines responsible for mining project sites, Baffin Island. Financial statements Baffinland commitment Baffinland Iron Mines Corporation is committed throughout all phases of the Mary River project to plan and conduct operations in an environmentally responsible manner, one that is beneficial to all. Left Port-Cartier, Canada ArcelorMittal Annual Report 2011 31
  • 31.
    We are leaders inautomotive steel Picture Belval, Luxembourg Our global share of the automotive steel market is around 18%. In all, the auto industry consumes around 15% of all the steel we produce. Long-term contracts add to the stability of our business. We have built close relationships with our customers, often working with them at the vehicle design stage. These relationships are founded on our continuing investment in R&D and our ability to provide highly engineered solutions that help make vehicles lighter, safer and more fuel-efficient. We are the leader in the fast-growing market for advanced high-strength steels. Together with a range of press-hardened steels, these steels form the basis of our revolutionary S-in motion solution, which opens the way to big CO2 savings over the life of the average vehicle. Ebitda 2011 10,117 $ m
  • 32.
    33 Business overview Our business Sustainability Performance Governance Financial statements ArcelorMittal Annual Report 2011
  • 33.
    Corporate responsibility At ArcelorMittal, corporate Our CR strategy focuses on The following pages provide an four areas: outline of the group’s CR strategy responsibility (CR) is about and performance. A separate embedding good practice • Transparent governance – our CR report, published alongside this business strategy, operations in every aspect of the and everyday practices are all annual report, provides additional group’s activities. By underpinned by transparent detail and analysis. It can be accessed at www.arcelormittal. aiming at all times to governance. com/corporateresponsibility act in a responsible and • Investing in our people – we want transparent manner, to make each and every person Transparent governance and to maintain good working on our behalf feel valued. CR has the committed support relations with our • Making steel more sustainable of both the board of directors, stakeholders, we are – we are using our expertise which formally oversees CR in steel and mining to develop better able to manage cleaner processes and greener across the company, and the Group social and environmental Management Board. The board of technologies. directors receives a consolidated risk and deliver long-term • Enriching our communities – we report on key CR topics for each shareholder value. play an important role in all the of its meetings (it met eight times communities where we operate. in 2011), enabling it to monitor performance and make In 2011, we made good progress assessments in key areas including in all four areas of the CR strategy. human resources, health and safety, Health and safety remained our social and the environment. With number one priority. In 2011, the diversity of their backgrounds, a report jointly issued by the the directors bring an exceptional company, the European breadth of experience to their Metalworkers’ Federation, the decision-making. International Federation of Metalworkers and the United The Group Management Board Steelworkers was published. reviews the CR program on a Below Chicago, US This report concluded that the quarterly basis. It also receives collaboration between the company in-depth subject matter reports and its unions had helped build a several times a year to permit positive workplace culture and more detailed analysis. With improved coordination between operational responsibilities that unions and management both engage them daily in health and locally and globally. safety, social, environmental and ethical issues, all Group Respecting human rights is Management Board members important for our business. In are able to bring key insights 2011, we commenced a training to the CR management process. program to raise awareness of our The group CR team is tasked human rights policy, both internally and throughout our supply chain. with promoting the CR strategy across the group and also to In September 2011, ArcelorMittal provide regular reports to other was reconfirmed as a member of board committees. In 2011, each the Dow Jones Sustainability World meeting of the audit committee Index following its annual review. The company is also a member of the FTSE4Good Index. 34
  • 34.
    Business overview received astatistical update Our business 147,000 employees, raising their Regrettably, there were still 27 on the implementation of our awareness of what their human work-related fatalities among human rights policy as part of rights are and how they are employees and contractors in 2011 “Clear reporting is their responsibility for monitoring expected to behave. ArcelorMittal’s (20 in steel and 7 in mining). We one of the best ways the compliance program. The risk human rights policy is now available mount a thorough investigation of engaging with management committee also in the 19 most commonly spoken following each such accident. assesses risks from a social, languages within the group. The findings are discussed at the our global and local environmental or ethical A guidance manual was published Group Management Board level and stakeholders. In perspective. addition to the group Sustainability to assist employees in dealing with action plans are drawn up to ensure any issues they encounter in their the lessons are systematically corporate responsibility The implementation of the CR day-to-day operations and a shared throughout the group. strategy is advised by the CR governance framework was set up report, 10 local coordination group which reviews to ensure that we can effectively Journey to Zero focuses on corporate responsibility standards, assesses risks and deal with any violations of the preventative action and improved reports were published monitors the implementation of policy. In 2012, we will continue standards through the sharing of in 2011 – all aligned CR strategy. It is comprised of impact assessments in priority best practice and group-wide senior managers from a variety of to the group-wide Performance countries and our training program benchmarking. A number of other corporate areas and meets to support human rights in line initiatives designed to reinforce corporate responsibility regularly. In 2011, there were with the United Nations Guiding the program were introduced in priorities.” eleven meetings, including a Principles on Business and 2011 following a company-internal site visit to South Africa. Human Rights. Health and Safety Summit held Gonzalo Urquijo in Canada in January 2011. A Member of the All business units are in the process We also continue to make progress follow-up meeting was held in Group Management Board, of implementing CR governance on our code for responsible sourcing London in December 2011 for responsible for structures at a local level. These corporate responsibility Governance launched in December 2010. The the Group Management Board are designed to promote effective code has started to be distributed and management committee CR management, reinforce to all our main suppliers together members. Significant improvements cross-functional collaboration and with a publicly available guidance were recorded at several priority foster good community relations. document on its implementation. sites. A major effort was made Clearly defined CR responsibility to reinforce safety procedures forms part of the job description Investing in our people among contractors, whose safety of all CEOs, plant managers and record lags behind that of our designated CR coordinators. All Health and safety Financial statements direct employees. are accountable at their respective The safety of our employees is our levels. This activity is supported by top priority. Our company-wide The joint global health and safety regular training events, courses and safety program, Journey to Zero, committee, set up with the group’s information sharing meetings on aims to make a continuous trade unions, meets once a quarter. key subjects that are held locally, improvement in our safety record As in prior years, our group-wide regionally or hosted at the and eliminate fatalities. In 2011, our annual Health and Safety Day was headquarters. employee and contractor lost time held on a date chosen to coincide injury frequency rate (LTIFR) fell with the International Labor The group compliance program from 1.8 per million hours worked Organization’s World Day for Safety plays an important role in in 2010 to 1.4. This was in line and Health at Work on April 28. establishing a responsible and with our target for a further 20% ethical business culture. Compliance reduction in the injury rate and We view the health of our training was expanded in 2011 to represents the fourth consecutive employees both as an important encompass a group-wide training year of improvement. A target of contributor to safety standards program on the human rights policy LTIFR of 1.0 has been set for the and as a key element in our launched in 2010. Using both online end of 2013. success as a company. In 2011, and face-to-face training, we our ‘Health Week’, focusing on delivered training to a total of non-occupational diseases and wellness, was extended to every site in the group. ArcelorMittal personnel and contractors – lost time injury frequency rate (LTIFR) ArcelorMittal Annual Report 2011 2010 2011 Total mines 1.5 1.2 Flat Carbon Americas 1.8 1.9 Flat Carbon Europe 2.3 1.6 Long Carbon Americas and Europe 2.0 1.4 Asia, Africa and CIS 0.9 0.7 Distribution Solutions 2.7 3.2 Total steel 1.8 1.5 Total (steel and mines) 1.8 1.4 35
  • 35.
    Corporate responsibility continued Human resources responsibility program. It will raise We are the largest recycler of scrap Against the backdrop of a awareness about our CR strategy steel in the world. Each year, we challenging marketplace, the and encourage employees to take recover and recycle more than human resources team has engaged action at work and at home. 30 million tonnes of scrap, saving actively with trade unions and 40 million tonnes of CO2. We have employees to maintain constructive Training and development a dedicated team to evaluate our employee relations and minimize ArcelorMittal University is at processes and products using a life the impact of the group’s the heart of the group’s training cycle assessment methodology. restructuring. ArcelorMittal and development activities, recognizes the right to collective offering programs for leadership We are a key member of the bargaining and approximately 85% development and technical training EU Ultra-Low CO2 Steelmaking of our employees are currently through online and classroom initiative (ULCOS). The program is covered by such agreements. delivery. In 2011, more than now in its second phase, which will 23,000 employees participated in include a demonstration project We believe in open and continuous a total of around 358,000 hours involving the recycling of blast dialogue with our employees. Our of courses and training linked to furnace gases and carbon capture employee relations policy, together the University. and storage at our operations with our guidelines on best practices in Florange, France, and and training ensure that our The University is constantly Eisenhüttenstadt, Germany. processes are implemented across evolving. In 2011, it introduced the business in a consistent manner. programs to address business Within our own operations, we We have established employee challenges in emerging economies continue our energy-saving efforts. relations diagnostics at key sites to align with the company’s growth Our industry-leading R&D expertise where groups of management and strategy in these markets. More has played a key role in delivering employee representatives together training was delivered locally, energy optimization models that monitor the implementation of through an expanding network of are now being deployed across the relevant policies. local and regional training centers. group. Our US operations have been In 2011, three new campuses awarded an Energy Star by the U.S. We attach great importance to were inaugurated in South Africa, Department of Energy for four the development of our people. Czech Republic and Spain. Tailored consecutive years. Our global executive development induction programs have been program (GEDP) is the foundation developed for both employees We monitor air, water, energy and of our performance and people and contractors at the group’s waste data at all of our facilities. management processes and a new greenfield operations. By the end of 2011, 98% of all key instrument for identifying main industrial sites had achieved and promoting talent. It is Making steel more ISO 14001 certification, the supported by a succession international standard for management process designed sustainable environmental management. to ensure talent development Addressing climate change Leadership award and to encourage individual Steel production has an To improve air quality, we have In November 2011, ArcelorMittal advancement and motivation. environmental impact that we finalized a new dedusting system was ranked seventh in the are committed to reduce. In 2011, at our sinter plant in Ostrava, ‘Top Companies for Leaders’ ranking Two other programs play greenhouse gas emissions from our Czech Republic, which will reduce in Europe. A first-time entrant to the survey, the company was an important role in talent steel operations remained broadly emissions of dust by 70%. Sulfur competing with 60 other big identification: the group engineers in line with the previous year. dioxide will also be reduced. European businesses and judged program to create a pool of A similar investment was made at on the strength of its leadership internationally mobile engineers We continue to invest in the sinter plant of Vanderbijlpark practices and culture, its leadership development, and its performance and the career accelerator program environmental solutions. In in South Africa which is now being and reputation. designed to develop key talents in a 2011, the ArcelorMittal investment commissioned. structured manner. These programs, allocation committee approved together with other workforce environmental projects with a total We are also targeting improved planning programs, are informed by value of $383 million and energy water management at plants with our diversity and inclusion policy. efficiency projects for a total of high consumption levels. A case $164 million. We have set study using best practice analysis Looking towards 2012, we are ourselves a target of reducing our of the water flows was successfully launching an employee engagement CO2 emissions by 170kg a tonne developed at our Bremen plant campaign across the group. Our aim of steel produced by 2020. That in Germany in 2011, leading to is to motivate employees to play is equivalent to an 8% reduction a significant reduction in potable their part in implementing in normalized emissions from our and industrial water usage. ArcelorMittal’s corporate 2007 base-line. 36
  • 36.
    Business overview In Brazil,ArcelorMittal BioFlorestas Enriching our communities The Foundation’s main areas of Enhancing the lives Our business is working on technology to activity are education, health and recycle the waste gas emitted Wherever we operate, we community development. It also of older people during charcoal carbonization contribute to the development has a standing commitment to and use its heat content in of strong and sustainable provide immediate help to In 2005 and as a electricity generation. communities. We conduct local communities affected by proposal from assessments to define the key emergencies. ArcelorMittal volunteers, The need to sustain biodiversity is an areas for engagement that help the ArcelorMittal important part of our environmental us assign our resources and identify In addition to local projects, the Sustainability strategy. Before establishing our iron new issues. We aim to engage Foundation takes on global projects Foundation started ore mining operation in the Nimba with our external stakeholders in through partnerships with Habitat a project to enhance region of Liberia, we conducted a transparent manner and work in for Humanity, International the quality of life for older a long-term ecological study partnership with local organizations Baccalaureate, Junior Achievement people. ArcelorMittal which highlighted how the local as defined by our external and Bone Marrow Donation. environment might be impacted stakeholder engagement procedure, volunteers teach crafts in the future. This prompted us previously called ‘community The Foundation also works to older people waiting to work with international engagement standard’. to encourage ArcelorMittal for treatment at a health Performance conservation groups and with local employees to invest their time center in Cariacica, Brazil. stakeholders to develop shared Four of the 12 policy aspects and expertise in community plans for the management of the covered by the ArcelorMittal projects. Its initiatives include In 2010, the project won forest and make conservation a human rights policy relate to our the international volunteer day, in an ArcelorMittal priority. In Baffin Island, Canada, communities – ranging from topics which around 7,500 employees Excellence Award and where our new mining operation is such as access to land and water to participate each year, and the it is now a reference in planned, an extensive environmental resettlement. As part of our work solidarity holidays program which enhancing the quality of impact assessment was carried out to implement the policy across the gives employees the opportunity Governance to determine the necessary group, local grievance mechanisms to spend part of their annual leave life for the community’s conditions for future activities to are being strengthened. volunteering in a Foundation older people. In 2011 be managed with respect for the project overseas. In 2011, the this life-changing work physical environment. Our program of interactive Foundation carried out 10 training workshops designed to solidarity holidays projects in continued. We place great emphasis on helping build local community engagement Argentina, Brazil, Bosnia and our customers achieve greater capabilities was continued in 2011 Herzegovina, Haiti, Liberia, sustainability profiles for their in Bosnia and Herzegovina, Czech Macedonia, Mexico, Senegal, Financial statements products. In 2011, our R&D team Republic, Kazakhstan, Poland South Africa and Ukraine. continued to pioneer new high- and Ukraine. “What makes the strength steels that permit major The ArcelorMittal Foundation Foundation’s initiatives weight reductions, and therefore ArcelorMittal Foundation also provides ‘minigrants’ of up Created in 2007, the ArcelorMittal even more unique is fuel savings, in automotives. We to $5,000 to non-governmental are developing advanced steel for Foundation develops projects to organizations with whom our that they do not only electrical engines and rail transport benefit the communities where the employees are actively engaged benefit communities, which will help reduce CO2 company’s operations are located. as volunteers. In 2011, 73 but they also bring emissions. In the construction It operates in 30 countries and non-governmental organizations in supports around 580 projects each 17 countries received such a grant. value to our employees industry, the strength-to-weight ratio of our Histar™ steel delivers year. These are aimed at maximizing and help to foster a CO2 savings of up to 30% in the the potential of each community sense of belonging.” construction of new buildings. while respecting its specific needs and empowering local people. The Lakshmi N Mittal Chairman and CEO Together with our market-leading Foundation also promotes role in areas such as steel sheets entrepreneurship by helping people for flood barriers and a growing develop their own talents. In 2011, presence in supplying the bases, investment in the Foundation’s towers and many of the moving projects amounted to $35 million. parts of wind turbines, this demonstrates both the role steel will play in a sustainable future and ArcelorMittal’s ability to anticipate it. See research and development, ArcelorMittal Annual Report 2011 page 38. 37
  • 37.
    Research and development Research and With 1,330 researchers and 11 We are already working on the next research centers, ArcelorMittal’s generation of MartINsite, M1900. development (R&D) 2011 expense for R&D was Increasingly, we are trialing new plays a key role in approximately $306 million. concepts and materials in the the sustainability and Just over half of that spending is search for ever greater strength long-term success on product and applications to weight ratios. development, either addressing or of the group. anticipating customer requirements. Packaging Continuous technological Around 40% is dedicated to R&D has collaborated with development helps process improvements within the ArcelorMittal Flat Carbon Europe, us maintain and grow group. A quarter of all spending is the leading provider of steel for on longer-term projects. packaging in Europe, to develop market share, sustain new, low-thickness grades of steel competitiveness and There is a strong strategic that combine high-strength and lead the way in energy orientation and customer alignment excellent formability, reducing costs and resource efficiency. to all we do. Representatives of the to the customer. Examples include business units, not scientists, chair the Maleis™ system for easy-open The influence of R&D the multiple committees that ends and a can-opening tab that permeates all parts define R&D priorities and allocate combines double cold-reduced of the business – fostering resources. A number of our material yield and tensile strengths innovative thinking scientists are located not in our with the formability of standard laboratories but at customer rolled cold-reduced material. As a at all levels. locations. For some key customers, result of this program, steels with we have research staff on-site, a thickness of 0.1mm have been engaged in design work and trialed and simulations for 0.09mm materials selection. are already underway. Product R&D focuses on four Research also focuses on increasing main areas: the formability of steel to make appealingly shaped cans, and Automotive ensuring that products meet We continue to set new standards increasingly stringent environmental for steel solutions that make and safety regulations. vehicles lighter, safer and more environmentally friendly. With the Construction deployment of our ground-breaking Much of our work focuses on S-in motion program, involving 60 thermal efficiency, acoustics, different press-hardened and fire resistance and earthquake advanced high-strength steels protection. Our new metallic coated solutions for weight saving, steel, Magnelis®, offers superior ArcelorMittal won the Best Process resistance to corrosion in harsh S-in motion is Innovation award in American Metal environments and has diverse Market’s 2011 awards for steel applications within the building something no other excellence. S-in motion allows a and civil engineering industries. steel company has weight reduction of 19% in the done before: a pioneering structural components of a vehicle In 2011, we launched a new range weight-saving solution (body-in-white and chassis). of sustainable organic coated steels, Progress does not stop there: new Nspired by Nature. The range offers that produces a big products now in development will high corrosion resistance and is advance in vehicle allow a further 7% reduction. 100% compliant with both current energy-efficiency. and pending European regulations In 2011, a new steel for bumper on the restriction of chemical We have now applications, MartINsite M1700, substances. Other new solutions, shared it with nearly was released. With a strength of such as our Flontec anti-graffiti all of the major automotive 1,700 megapascals (MPa), it coating, were showcased at the provides the weight savings of Batimat construction exhibition manufacturers in the aluminum with much greater in November 2011. developed countries strength and at lower-cost. and it has been a major success. Lou Schorsch Member of the Group Management Board, responsible for research and development 38
  • 38.
    Business overview In structurallong products, we Process R&D Optimizing raw material usage is a Internally, we have developed Our business have developed new applications, Process R&D has a dual mission – key element in the drive for cost energy optimization models that products and technical solutions improving plant performance in efficiency. The volatility seen in the have been deployed at three of our to facilitate the use of steel in terms of cost-efficiency and coal and iron ore markets makes it plants and will now be deployed construction. At the same time, product quality, and developing important to be able to respond to globally. We are working on we continue to work towards innovative manufacturing variations in availability and quality breakthrough technologies with reducing CO2 consumption processes. while minimizing our environmental the potential to significantly reduce in housing. impact. We are exploring the use of the amount of energy required to high pulverized coal injection (PCI) produce steel. Sustainability We are constantly developing In heavy long products, process models that leverage ratios in our blast furnaces and ArcelorMittal Belval & Differdange, our scale and inventory of best researching ways of using a high Fostering innovation throughout together with the R&D team, have practices. A new system for the proportion of non-coking coals to the group continued the development of the real-time remote monitoring of produce coke. At ArcelorMittal, innovation largest rolled sections in the world blast furnace conditions and means more than new products that are used for multistory performance (RMDS), piloted in Environmental impact or processes. It involves getting buildings such as New York’s 2010, is now being installed across Reducing environmental impact people to think about new and Freedom Tower. We also continued is a consistent theme in what we better ways of doing things. R&D Performance the group. It is expected to be in 18 the development of new products blast furnaces by the end of 2012. do. We are increasingly applying holds workshops across the group and applications for sheet piles to Tracking more than 500 data points the high-strength steels developed to help release innovative thinking. fight flooding, as used in the gating and 30 key performance indicators, for our automotive customers in For example, R&D conducted a system to protect Venice. RMDS will provide early feedback areas such as pipe and metal creativity session for the group AMLoCor™ is ArcelorMittal’s new on potential problems – so allowing processing. Our research into finance leaders in the framework ‘low corrosion’ steel grade allowing major cost savings – while helping steels for electrical engineering of the finance academy program. design engineers and port to optimize performance and targets improved efficiency and The use of the tools and methods authorities to build more durable reduced core loss in electrical to leverage creative ideas Governance accelerate the standardization of quay walls, breakwaters and jetties. best practices. The process R&D motors used in the appliances, demonstrated how these can be The key advantage of AMLoCor™ team is now working on a similar household goods and increasingly gainfully deployed in finance as well. is a significant reduction of the system for our electric arc furnace automotive markets. corrosion rates in seawater, (EAF) operations. specifically in low water and permanent immersion zones. AMLoCor™ also leads to considerable savings in steel weight Financial statements compared to an unprotected standard structural steel, which is a major advantage against alternative solutions that use concrete. This new steel grade will allow engineers to design safe and even more cost-effective structures that will ArcelorMittal awarded Steely last for over 50 years without any Award for its LCA activity additional surface protection. The World Steel Association (WSA) announced its 2010 Steelies Awards at its annual meeting in Paris, Energy market October 13, 2011. ArcelorMittal was Our innovative product program awarded the ‘Life Cycle Assessment for the energy market, dealing with Leadership’ Steely. renewable energy sources, fossil It recognizes the quality of work fuels or nuclear applications, is performed by the life cycle analysis (LCA) rapidly growing. We wish to help team of global R&D, based in Maizières, the global society move forward France, but also the way in which ArcelorMittal uses LCA to develop new in a direction where energy does steel solutions, new steel grades and not become a scarcity. new production processes. As a first recognition of the work done in this In 2011, we developed a range field, Jean-Sébastien Thomas, head of the Maizières team, was appointed of high-performance and high- chairman of the World Steel LCA Expert durability pipes, plates and electrical Group mid-2011. steels for the energy market. The ArcelorMittal Annual Report 2011 Left Maizières, France focus of R&D is on development of heavy gauge, high-strength, corrosion resistance and improved welding. 39
  • 39.
    We have a world-class miningbusiness Picture Baffinland, Canada We have a fast-growing and geographically spread portfolio of mining assets, focused on iron ore and coking coal. Managed and reported as a separate segment since the start of 2011, our mining business represents both a source of strength and future growth to ArcelorMittal. While Mining supplies many of the group’s steel facilities, new production is increasingly being marketed externally. Our spread of assets leaves us well placed to supply the emerging markets. In the near-term, our growth plans center on three projects in Canada, Liberia and Brazil which are expected to lift our production of iron ore from 65 million tonnes in 2011 to 100 million tonnes by 2015 (including strategic contracts). Beyond that date, our Baffinland project in the Canadian Arctic promises to contribute a new source of high-grade iron ore to sustain Mining’s continued growth.
  • 40.
    Overview Our business Iron ore and coal production million tonnes Sustainability Iron ore 65.21 1 Coal 8.9 1 Aggregate total of own mines and strategic long-term contracts. Performance Governance Financial statements ArcelorMittal Annual Report 2011 41
  • 41.
    Key performance indicators (KPIs) The key performance indicators that ArcelorMittal’s management uses to analyze operations are provided below. Health and safety (lost time injury frequency rate for steel and mining) 2011 1.4 2010 1.8 2009 1.9 2008 2.3 2007 3.3 ArcelorMittal has a clear and targets and monitors results Health and safety performance, Americas and Europe, and Asia, strong health and safety policy from every business unit and site. based on own personnel figures Africa and CIS operations, only aimed at reducing the severity We have also implemented an and contractors’ lost time injury partially offset by deterioration in and frequency of accidents on a injury tracking and reporting frequency rate, improved to the Flat Carbon Americas and the continuing basis across the entire database to track all information 1.4 for the year 2011 from 1.8 Distribution Solutions segments. organization. The corporate health on injuries, lost man-days and for the year 2010 with significant and safety department defines other significant events. improvement in Mining operations, and follows-up performance Flat Carbon Europe, Long Carbon Sales1 ($ million) 2011 93,973 2010 78,025 2009 61,021 2008 116,942 2007 96,293 The majority of steel sales from either at the business unit or manufactured in different This 20% increase was due to ArcelorMittal are destined for at the production unit level. For production units around the world. higher average steel selling prices domestic markets; these sales some specific markets, such as In 2011, sales approximated (+18%) and marginally higher are usually approached as a automotive, there is a global $94.0 billion, compared with steel shipments (+1%). decentralized activity, managed approach offering similar products 2010 sales of $78.0 billion. Steel shipments2 (thousand tonnes) 2011 85,757 2010 84,952 2009 69,624 2008 99,733 2007 107,789 ArcelorMittal had steel shipments 85.0 million tonnes in 2010. Steel shipments increased in the of 85.8 million tonnes for 2011, Group shipments remain some Flat Carbon Americas and Long representing an increase of 1% 20% below pre-crisis levels. Carbon segments and declined from steel shipments of in the Flat Carbon Europe and AACIS segments. 42
  • 42.
    Overview Our business Sustainability Crude steel production (liquid steel in thousand tonnes) 2011 91,891 2010 90,582 2009 71,620 Performance 2008 101,129 2007 114,190 In 2011, around 65.9 million electric arc furnace route and greater flexibility in raw material crude steel was produced in tonnes of crude steel were approximately 3.4 million tonnes and energy use, and increased the Americas, 46% in Europe produced through the basic of crude steel through the open ability to meet varying customer and 16% in other countries oxygen furnace route, around hearth furnace route. This requirements in the markets we such as Kazakhstan, South Governance 22.6 million tonnes through the provides ArcelorMittal with serve. In 2011, about 38% of Africa and Ukraine. Ebitda Financial statements ($ million) 2011 10,117 2010 8,525 2009 5,600 2008 23,653 Ebitda is defined as operating Ebitda a tonne shipped increased income plus depreciation, to $118 a tonne in 2011, impairment expenses and compared with $100 a tonne in exceptional items. ArcelorMittal 2010, $80 a tonne in 2009 and generated Ebitda of $10.1 billion $242 a tonne in 2008. in 2011, 19% higher than 2010. 1 Including $4,767 million, $6,405 million, $3,169 million, $4,873 million and $5,875 2 Shipment volumes of steel products for the operations of the company include certain million of sales to related parties for the years ended December 31, 2007, 2008, 2009, inter-segment shipments. ArcelorMittal Annual Report 2011 2010 and 2011 respectively. 43
  • 43.
    Key performance indicators (KPIs) continued Average steel selling prices1 ($ a tonne) Flat Carbon Americas 2011 892 2010 781 2009 698 2008 920 2007 701 Flat Carbon Europe 2011 982 2010 821 2009 799 2008 1,018 2007 831 Long Carbon Americas and Europe 2011 937 2010 802 2009 743 2008 1,055 2007 774 AACIS 2011 736 2010 608 2009 506 2008 804 2007 585 Distribution Solutions 2011 993 2010 832 2009 767 2008 1,155 2007 961 Over the last years, the impact of model for iron ore shifting from has impacted buying behavior Average steel selling price for the changes in raw material spot prices yearly benchmark pricing to of our customers leading to group in 2011 increased 18% on the steel pricing has been quarterly and lately even spot more pronounced stocking and compared with 2010, following the significantly increased.This is due pricing. As customers anticipate destocking cycles, which again increase in key raw material prices. to a sharp increase in the absolute changes in raw material costs affect steel prices. value of raw material prices, but feeding into steel prices, this also due to a changing pricing raw material price volatility 44
  • 44.
    Overview Our business Sustainability Iron ore production (million tonnes) 2011 54.1 11.1 65.2 5 2010 48.9 19.6 68.55 Performance 2009 37.7 15.0 52.7 5 Total own mines2 Total strategic long-term contracts3,4 ArcelorMittal sources significant supplies of ArcelorMittal. We are In 2012, the company is ArcelorMittal had own portions of its iron ore needs from also expanding capacity of existing targeting an increase of iron ore production of its own mines in Kazakhstan, mines in Canada, Liberia and approximately 10% in its 54.1 million tonnes Ukraine, Bosnia and Herzegovina, Brazil. Several of our steel plants iron ore production, in 2011, an increase Governance Algeria, Canada, the United States, also have in place off-take compared with 2011. of 11%, compared with Mexico and Brazil. During 2011, arrangements with mineral 48.9 million tonnes in 2010. the company’s iron ore mining suppliers located near its complex in Liberia became production facilities, some of operational and contributed to the which are considered strategic long-term contracts. Financial statements Coal production (million tonnes) 2011 8.3 0.6 8.9 2010 7.0 0.4 7.4 2009 7.1 0.5 7.6 Total own mines Total strategic long-term contracts6,7 As with iron ore, ArcelorMittal States. Our mines in Kazakhstan Temirtau, while our mines in Russia ArcelorMittal had own coking sources a percentage of its coking supply substantially all the and the US supply other steel plants coal production of 8.3 million coal from its own coal mines in requirements for steelmaking within the group. tonnes in 2011, an increase of Kazakhstan, Russia and the United operations at ArcelorMittal 19%, compared with 7.0 million tonnes in 2010. 1 Average steel selling prices are calculated as steel sales divided by steel shipments. 4 Includes purchases made under the July 2010 interim agreement with Kumba, Steel sales exclude sales of coke, coal, direct reduced iron, pig iron, hot metal, slag, South Africa. by-products, energy, etc. 5 Total of all finished production of fines, concentrate, pellets and lumps (includes 2 North America: includes ArcelorMittal’s share of production from Hibbing (US, 62.30%) ArcelorMittal’s shares of production of less than wholly-owned mines and strategic and Peña Colorada (Mexico, 50%). long-term contracts). ArcelorMittal Annual Report 2011 3 North America: consists of long-term supply contracts with Cliffs Natural Resources Inc. 6 North America: strategic agreement – prices on a cost-plus basis. (‘Cliffs’). On April 8, 2011, ArcelorMittal announced that it had reached a negotiated 7 Africa: long-term lease – prices on a cost-plus basis. settlement with Cliffs regarding all pending contract disputes related to the procurement of iron ore pellets for certain facilities in the US. As part of the settlement, Cliffs and ArcelorMittal agreed to specific pricing levels for 2009 and 2010 pellet sales and related volumes and, beginning in 2011, agreed to replace the previous pricing mechanism in one of the parties’ two iron ore supply agreements with a world market-based pricing mechanism. Accordingly, beginning first quarter of 2011, this excludes the long-term supply contract for which the market-based pricing mechanism was reached. 45
  • 45.
    Financial review ArcelorMittal reports Sales, steel shipments, increase from sales of $40.4 billion average steel selling prices in the second half of 2010, its operations in six and mining production primarily driven by higher average segments: Flat Carbon The table opposite provides a steel selling prices as well as higher Americas, Flat Carbon summary of ArcelorMittal’s sales, sales of mining products. Europe, Long Carbon steel shipments, average steel selling prices and mining production ArcelorMittal had steel shipments Americas and Europe, by reportable segment for the year of 85.8 million tonnes for the Asia, Africa and CIS ended December 31, 2011, year ended December 31, 2011, (AACIS), Distribution compared with the year ended representing an increase of Solutions and Mining. December 31, 2010. 1% from steel shipments of 85.0 million tonnes for the year The information in this ArcelorMittal had sales of $94.0 ended December 31, 2010. section relates to the year billion for the year ended Average steel selling price for the ended December 31, 2011, December 31, 2011, representing year ended December 31, 2011 compared with the year an increase of 20% from sales of increased 18% compared with the $78.0 billion for the year ended year ended December 31, 2010 ended December 31, 2010. December 31, 2010. In the first following the increase in key raw half of 2011, sales of $47.3 billion material prices. Average steel represented a 26% increase from selling price in the first half of 2011 sales of $37.6 billion in the first was up 23% from the same period half of 2010, due to a strong rise in in 2010, while average steel selling steel prices and a more modest rise price in the second half of the year in steel shipments, resulting from was up 13% from the same period the global economic recovery and in 2010 (notwithstanding a 6% improved steel demand compared decrease in average steel selling with the same period a year earlier. price in the fourth quarter of 2011 In the second half of 2011, sales of compared with the third quarter $46.7 billion represented a 15% of 2011). Flat Carbon Americas Sales to external customers performance by segment year ended December 31, 2011 +19% Increase in sales for Flat Carbon Americas in 2011, as compared with the year ended December 31, 2010 ArcelorMittal Temirtau During 2011, ArcelorMittal Termirtau renovated the aspiration system at blast furnace no. 4 and installed two new electric filters, which replaced the old multi-cyclone dust collectors. The project eliminated fugitive emissions at the cast house, with dust concentration in emissions falling to under 50 mg/m3 (from around 140 mg/m3). The project budget was $10.3 million. A closed-circuit cooling system was Segment $ billion also introduced for coke gas. Prior Flat Carbon Americas 21.0 to this project, contaminated water Flat Carbon Europe 31.1 was cooled in open cooling towers, which resulted in permanent air Long Carbon 25.2 emission of toxic substances. Now AACIS 10.8 the water is cooled in a closed-circuit Distribution Solutions 19.1 heat-exchange unit, which eliminates all emissions of about 300 tonnes of Mining 6.3 contaminants a year. The budget for this project was $3.4 million. 46
  • 46.
    Overview ArcelorMittal had owniron ore Total steel shipments were 22.2 Flat Carbon Europe 12.6 million tonnes, down 4% Our business production of 54.1 million tonnes million tonnes for the year ended Sales in the Flat Carbon Europe from the same period in 2010. for the year ended December 31, December 31, 2011, an increase segment were $31.1 billion for the The decrease in the second half 2011, an increase of 11% of 6% from steel shipments for the year ended December 31, 2011, of 2011 resulted in particular compared with 48.9 million tonnes year ended December 31, 2010. representing an increase of 22% from market weakening and for the year ended December 31, Shipments were 11.1 million tonnes compared with $25.6 billion for the strong destocking activity in 2010. ArcelorMittal had own in the first half of 2011, up 4% year ended December 31, 2010. the fourth quarter. coking coal production of 8.3 from the same period in 2010, The increase was primarily due to million tonnes for the year ended while shipments in the second a 20% increase in average steel Average steel selling price Sustainability December 31, 2011, an increase half of the year were 11.2 million selling price, while steel shipments increased 20% for the year ended of 20% compared with 7.0 million tonnes, up 7% from the same decreased by 1%. Sales in the first December 31, 2011 compared tonnes for the year ended period in 2010. Shipments half of 2011 were $16.4 billion, up with the year ended December 31, December 31, 2010. nonetheless declined in the 31% from the same period in 2010. Average steel selling price fourth quarter of 2011 compared 2010, and in the second half of the in the first half of 2011 was up Flat Carbon Americas with the third quarter of 2011. year sales were $14.7 billion, up 27% from the same period in Sales in the Flat Carbon Americas 12% from the same period in 2010. 2010, while average steel selling segment were $21.0 billion for the Average steel selling price price in the second half of the Performance year ended December 31, 2011, increased 14% for the year ended Total steel shipments reached year was up 12% from the same representing an increase of 19% December 31, 2011 compared 27.1 million tonnes for the year period in 2010 (notwithstanding compared with $17.7 billion for the with the year ended December 31, ended December 31, 2011, a a 7% decrease in average selling year ended December 31, 2010. 2010. Average steel selling price in decrease of 1% from steel price in the fourth quarter of 2011 Sales increased primarily due to a the first half of 2011 was up 17% shipments for the year ended compared with the third quarter 6% increase in steel shipments and from the same period in 2010, December 31, 2010. Shipments of 2011). a 14% increase in average steel while average steel selling price in were 14.6 million tonnes in the first selling price. Sales in the first half of the second half of the year was up half of 2011, up 1% from the same Governance 2011 were $10.5 billion, up 21% 12% from the same period in 2010 period in 2010, while shipments in from the same period in 2010, and (notwithstanding a 5% decrease in the second half of the year were in the second half of the year sales average selling price in the fourth were also $10.5 billion, up 17% quarter of 2011 compared with from the same period in 2010. the third quarter of 2011). Financial statements Sales for the year Steel shipments for the year ended December 311 ended December 311 Changes in Steel 2010 2011 2010 2011 sales shipments Average steel Segment ($ million) ($ million) (thousand tonnes) (thousand tonnes) (%) (%) selling price (%) Flat Carbon Americas 17,684 21,035 21,028 22,249 19 6 14 Flat Carbon Europe 25,550 31,062 27,510 27,123 22 (1) 20 Long Carbon Americas and Europe 21,315 25,165 23,148 23,869 18 3 17 AACIS 9,706 10,779 13,266 12,516 11 (6) 21 Distribution Solutions2 15,744 19,055 18,173 18,360 21 1 19 Mining 4,380 6,268 N/A N/A 43 N/A N/A Total 78,025 93,973 84,952 85,757 20 1 18 Year ended Year ended Mining shipments (million tonnes)3 December 31, 2011 December 31, 2010 Total iron ore shipments4 51.6 46.7 Iron ore shipped externally and internally at market price5 28.0 25.2 Iron ore shipped internally at cost-plus5 23.6 21.6 Total coal shipments6 8.2 6.6 Coal shipped externally and internally at market price5 4.9 3.4 Coal shipped internally at cost-plus5 3.3 3.2 1 Amounts are prior to inter-segment eliminations except for total. 4 Total of all finished products of fines, concentrate, pellets and lumps and includes shipped 2 Distribution Solutions shipments are eliminated in consolidation as they primarily externally and internally at market price as well as shipped internally at cost-plus basis. represent shipments originating from other ArcelorMittal operating subsidiaries. 5 Market-priced tonnes represent amounts of iron ore and coal from ArcelorMittal mines ArcelorMittal Annual Report 2011 3 There are three categories of sales: (1) ‘External sales’: mined product sold to third that could practically be sold to third parties. Market-priced tonnes that are not sold to parties at market price; (2) ‘Market-priced tonnes’: internal sales of mined product to third parties are transferred from the Mining segment to the company’s steel producing ArcelorMittal facilities at prevailing market prices; (3) ‘Cost-plus tonnes’: internal sales segments at the prevailing market price. Shipments of raw materials that do not of mined product to ArcelorMittal facilities on a cost-plus basis. The determinant of constitute market-priced tonnes are transferred internally on a cost-plus basis. whether internal sales are transferred at market price or cost-plus is whether or not 6 Total of all finished products of coal and includes those shipped externally and internally the raw material could practically be sold to third parties (i.e. there is a potential market at market price as well as those shipped internally on a cost-plus basis. for the product and logistics exist to access that market). 47
  • 47.
    Financial review continued Long Carbon Americas same period in 2010, while AACIS and Europe shipments in the second half of In the AACIS segment, sales were In the Long Carbon Americas and the year were 11.8 million tonnes, $10.8 billion for the year ended Europe segment, sales were up 3% from same period in 2010. December 31, 2011, representing $25.2 billion for the year ended Steel shipments nonetheless an increase of 11% from sales of December 31, 2011, representing decreased in the fourth quarter $9.7 billion for the year ended an increase of 18% from sales of of 2011 compared with the third December 31, 2010. The increase $21.3 billion for the year ended quarter, particularly due to the was primarily due to a 21% December 31, 2010. The increase summer holiday period in Brazil increase in average selling price. was primarily due to a 17% and lower demand in North Sales in the first half of 2011 were increase in average steel selling America and Europe. $5.4 billion, up 17% from the same price along with a 3% increase in period in 2010, while sales in the steel shipments. Sales in the first Average steel selling price second half of the year were half of 2011 were $12.6 billion, increased 17% for the year ended $5.4 billion, up 6% from the same up 23% from the same period in December 31, 2011 compared period in 2010. 2010, while sales in the second with the year ended December 31, half of the year were $12.6 billion, 2010. Average steel selling price in Total steel shipments reached up 14% from the same period the first half of 2011 was up 22% 12.5 million tonnes for the year in 2010. from the same period in 2010, ended December 31, 2011, a while average steel selling price in decrease of 6% from steel Total steel shipments reached the second half of the year was up shipments for the year ended 23.9 million tonnes for the year 12% from the same period in 2010 December 31, 2010. Shipments ended December 31, 2011, (notwithstanding a 6% decrease in were 6.4 million tonnes in the first an increase of 3% from steel average selling price in the fourth half of 2011, down 3% from the shipments for the year ended quarter of 2011 compared with same period in 2010, while December 31, 2010. Shipments the third quarter of 2011). shipments in the second half of the were 12.0 million tonnes in the year were 6.1 million tonnes, down first half of 2011, up 3% from the 9% from the same period in 2010, due primarily to operational issues at ArcelorMittal South Africa and ArcelorMittal Kryviy Rih. Road and rail safety in Liberia ArcelorMittal’s iron ore mining operations began in September 2011 in Nimba County, North East Liberia. One of the most important preparations for this activity has been to upgrade local transport infrastructure that had been severely neglected during 14 years of civil war and upheaval. Rehabilitation of the 240km railway and service road that connects the mine in Yekepa to the port of Buchanan was done in close collaboration with the local communities along these routes. Many local residents and especially children have never seen the railway in operation, so a key element of the activity has been a high-profile road and rail safety campaign. Right Vitória, Brazil 48
  • 48.
    Overview Our business Average steel selling price increased average steel selling price in the ArcelorMittal’s operating income 21% for the year ended December second half of the year was up for the year ended December 31, Long Carbon 31, 2011 compared with the year 14% from the same period in 2010 2011 was $4.9 billion, compared performance ended December 31, 2010. (notwithstanding a 6% decrease in with an operating income of $3.6 +18% Average steel selling price in the average selling price in the fourth billion for the year ended December first half of 2011 was up 24% from quarter of 2011 compared with 31, 2010. The rise in operating the same period in 2010, while the third quarter of 2011). income in 2011 was primarily average steel selling price in the driven by a profitability improvement Mining Sustainability second half of the year was up in Flat Carbon Americas and the 19% from the same period in 2010 In the Mining segment, sales Mining segment. (notwithstanding an 8% decrease were $6.3 billion for the year ended in average selling price in the fourth December 31, 2011, representing Operating income was higher in Increase in sales for Long Carbon quarter of 2011 compared with the an increase of 43% from sales of the first half of 2011 than in the Americas and Europe in 2011, third quarter of 2011). $4.4 billion for the year ended second half of the year, due mainly compared with the year ended December 31, 2010. The increase to a price-cost squeeze in the December 31, 2010 Distribution Solutions was primarily due to higher selling second half resulting from an Performance In the Distribution Solutions prices of iron ore and coal in line overhang of high-cost raw material segment, sales were $19.1 billion inventories from the first half of the with increase in international prices, for the year ended December 31, as well as higher shipments from year and a time lag in passing along 2011, representing an increase of own mines for both iron ore and increases in costs to customers. 21% from sales of $15.7 billion coal. Sales in the first half of 2011Cost of sales consists primarily for the year ended December 31, were $2.8 billion, up 41% from the of purchases of raw materials 2010. The increase was primarily same period in 2010, while sales necessary for steelmaking (iron due to a 19% increase in average in the second half of the year were ore, coke and coking coal, scrap Governance steel selling price. Sales in the first $3.5 billion, up 45% from the same and alloys), electricity, repair and half of 2011 were $9.3 billion, up period in 2010. maintenance costs, as well as direct 24% from the same period in labor costs. Cost of sales for the 2010, while sales in the second half Total iron ore shipments were year ended December 31, 2011 of the year were $9.8 billion, up 51.6 million tonnes for the year was $85.5 billion compared with 18% from the same period in 2010. ended December 31, 2011, $71.1 billion for the year ended representing an increase of 10% December 31, 2010. The increase Total steel shipments reached 18.4 from 46.7 million tonnes for the was primarily due to higher prices Financial statements million tonnes for the year ended year ended December 31, 2010. of raw materials in 2011, in December 31, 2011, an increase Marketable iron ore shipments particular iron ore and coal. Selling, of 1% from steel shipments for the were 28 million tonnes for the general and administrative expenses year ended December 31, 2010. year ended December 31, 2011, (‘SG&A’) for the year ended Shipments were 8.8 million tonnes representing an increase of 11% December 31, 2011 were in the first half of 2011, down 2% from 25.2 million tonnes for the $3.6 billion compared with from the same period in 2010, year ended December 31, 2010. $3.3 billion for the year ended while shipments in the second half December 31, 2010. SG&A of the year were 9.6 million tonnes, Operating income (loss) represented 3.8% of sales for the up 4% from the same period The table below provides a summary year ended December 31, 2011 in 2010. of operating income (loss) and compared with 4.3% for the year operating margin of ArcelorMittal ended December 31, 2010. This Average steel selling price increased for the year ended December 31, reduction resulted from higher sales 19% for the year ended December 2011, compared with operating in 2011 compared with 2010. 31, 2011 compared with the year income and operating margin for the ended December 31, 2010. year ended December 31, 2010. Average steel selling price in the first half of 2011 was up 26% from the same period in 2010, while ArcelorMittal Annual Report 2011 Operating income (loss) year ended December 31 Operating margin 2010 2011 2010 2011 Segment1 ($ million) ($ million) (%) (%) Flat Carbon Americas 691 1,198 4 6 Flat Carbon Europe 534 (324) 2 (1) Long Carbon Americas and Europe 1,004 646 5 3 AACIS 680 721 7 7 Distribution Solutions 164 52 1 – Mining 1,624 2,568 37 41 1 Amounts are prior to inter-segment eliminations and include non-steel sales. 49
  • 49.
    Financial review continued Operating income for the year Flat Carbon Americas (the proceeds of which will be ended December 31, 2011 Operating income for the Flat re-invested in energy saving included impairment losses of Carbon Americas segment projects) and a non-cash gain of $331 million, which compared with amounted to $1.2 billion for the $600 million relating to unwinding impairment losses of $525 million year ended December 31, 2011, of hedges on raw material for the year ended December 31, compared with operating income purchases. Operating income for 2010. These impairment losses of $0.7 billion for the year ended the year ended December 31, included a charge of $178 million December 31, 2010. The rise in 2010 had been negatively for the Long Carbon segment, of operating income in 2011 generally impacted by impairment losses which $151 million related to the reflected higher steel shipments of $78 million primarily relating to extended idling of the ArcelorMittal and a higher average steel selling idled downstream assets, offset by Madrid electric arc furnace and a price, which were positively a net gain of $140 million recorded charge of $141 million related to impacted by product mix on the sale of carbon dioxide credits various idled facilities in the Flat improvement. Operating income and a non-cash gain of $354 million Carbon Europe segment, including for the segment amounted to relating to unwinding of hedges on $85 million for the primary facilities $0.2 billion for the second half of raw material purchases. of ArcelorMittal Liège Upstream, the year, compared with $1.0 billion Belgium in connection with its in the first half. The decrease in In addition, operating income intended closure. In determining operating income in the second half for the year ended December 31, these expenses, the company took of 2011 reflected the effect of a 2011 (in particular in the second into account permanently idled price-cost squeeze, especially in the half of 2011) was negatively AACIS performance assets, and with respect to other fourth quarter in which operating impacted by restructuring costs assets, analyzed the recoverable income decreased substantially, associated with the implementation +11% amount of these facilities based on driven primarily by a 5% decrease of the Asset Optimization Plan, their value in use and determined in average selling price compared totaling $143 million, primarily that the recoverable amount from with the third quarter of 2011. relating to Spanish entities. these facilities was less than their carrying amount. Flat Carbon Europe Long Carbon Americas Increase in sales for AACIS in Operating loss for the Flat Carbon and Europe 2011, compared with the year Operating income for the year Europe segment for the year Operating income for the Long ended December 31, 2010 ended December 31, 2011 was ended December 31, 2011 was Carbon Americas and Europe positively impacted by a net gain $0.3 billion compared with segment for the year ended of $93 million recorded on the operating income of $0.5 billion December 31, 2011 was sale of carbon dioxide credits for the year ended December 31, $0.6 billion compared with (the proceeds of which will be 2010. The decrease in operating $1.0 billion for the year ended re-invested in energy saving income in 2011 reflected the effect December 31, 2010. The decrease projects), a non-cash gain of of a significant price-cost squeeze in operating income in 2011 $600 million relating to unwinding and lower steel shipments primarily generally reflected the effect of a of hedges on raw material in the second half of 2011, as price-cost squeeze primarily from purchases and $104 million customers destocked and then South American operations and related to the reversal of provisions adopted a ‘wait and see’ attitude particularly in the second half of for litigation. Operating income for in light of market conditions and the year. Operating income for the the year ended December 31, macro-economic uncertainty. segment amounted to $0.1 billion 2010 had been positively impacted Operating loss for the segment for the second half of the year, by a gain of $140 million recorded amounted to $0.7 billion for the compared with $0.6 billion in the on the sale of carbon dioxide credits second half of the year, compared first half of the year, primarily and a non-cash gain of $354 million with operating income of driven by lower steel shipment relating to unwinding of hedges $0.4 billion in the first half of the volumes and lower average on raw material purchases. year, primarily driven by lower steel selling price. shipment volumes and a significant Operating income for the year price-cost squeeze. Operating income for the year ended December 31, 2011 ended December 31, 2011 was negatively impacted by Operating income for the year (in particular in the second half of restructuring costs associated with ended December 31, 2011 2011) was negatively impacted by the implementation of the Asset (in particular in the second half of impairment losses of $178 million Optimization Plan, totaling $219 2011) was negatively impacted by of which $151 million related to the million, primarily affecting Flat impairment losses of $141 million extended idling of the ArcelorMittal Carbon Europe and Long Carbon relating to various idled facilities Madrid electric arc furnace. Europe operations, as well as various (including $85 million for the Distribution Solutions entities. primary facilities of ArcelorMittal In addition, operating income Liège Upstream, Belgium). These for the year ended December 31, charges were offset by a gain of 2011 was negatively impacted by $93 million recorded on the sale restructuring costs associated with of carbon dioxide credits the implementation of the Asset Optimization Plan, totaling $37 million. 50
  • 50.
    Overview AACIS income of $1.6 billion for the year obligations and other long-term Standards (‘IFRS’), with certain Our business Operating income for the AACIS ended December 31, 2010. The liabilities). Net financing costs components of the contracts segment for the year ended rise in operating income in 2011 were 29% higher for the year being embedded derivatives in December 31, 2011 remained flat generally reflected higher iron ended December 31, 2011, accordance with IAS 39 and at $0.7 billion, compared with the ore and coal prices and higher at $2.8 billion, compared with requiring, at each reporting period, year ended December 31, 2010. shipments from own mines for $2.2 billion for the year ended changes in the fair value of the Operating income in 2011 was both iron ore and coal. Operating December 31, 2010. embedded derivatives (recorded positively affected by higher income for the segment amounted at $597 million at inception) to average steel selling prices, offset to $1.4 billion for the second half Net interest expense (interest be recorded in the consolidated Sustainability by lower steel shipments primarily of the year, compared with expense less interest income) statements of operations, resulting driven by loss of production at $1.2 billion in the first half. The was $1.8 billion for the year ended in gains or losses depending on South African and Ukrainian increase in the second half of 2011 December 31, 2011 compared marking to market. In October operations due to operational was primarily driven by higher iron with $1.4 billion for the year ended 2009 and December 2010, issues. Operating income for the ore shipments from own mines, December 31, 2010. Interest respectively, the company waived segment amounted to $0.3 billion tempered in the fourth quarter expense increased to $1.9 billion the cash settlement option with for the second half of the year, by lower average selling prices for the year ended December 31, respect to its $800 million US compared with $0.5 billion in the following the change to the 2011, compared with interest dollar-denominated convertible Performance first half. The decrease in operating seaborne benchmarking pricing expense of $1.6 billion for the bonds and undertook hedging income in the second half of 2011 system impacting a substantial year ended December 31, 2010, transactions with respect to its reflected primarily lower shipments proportion of marketable volumes primarily due to the higher level of euro-denominated convertible for ArcelorMittal South Africa due compared with the third quarter borrowing and the higher cost of bonds, each of which actions to loss of production following of 2011. bond financing compared to bank had the effect of offsetting the operational issues as well as loans. Interest income for the year mark-to-market adjustments seasonality effects. Operating income for the year ended December 31, 2011 on such bonds. As a result, no ended December 31, 2010 had amounted to $0.1 billion, the additional mark-to-market gains Governance Distribution Solutions been negatively impacted by same as the year ended or losses on the convertible bonds Operating income for the impairment losses of $305 million December 31, 2010. issued in April/May 2009 were Distribution Solutions segment relating to the company’s coal recorded in 2011 or are expected for the year ended December 31, mines in Russia (including the Foreign exchange and other net going forward. The company’s 2011 was $0.1 billion, compared disposal of the Anzherskaya mine). financing costs (which include call option on the mandatory with operating income of bank fees, interest on pensions convertible bond issued in $0.2 billion for the year ended Income from investment in and impairments of financial December 2009 remains subject December 31, 2010. The decrease associates and joint ventures instruments) were $1 billion for to mark-to-market adjustments. Financial statements in operating income in 2011 ArcelorMittal recorded income the year ended December 31, generally reflected the effect of $0.6 billion from investments 2011 compared with $1.2 billion Loss related to the fair value of a price-cost squeeze in the in associates and joint ventures for the year ended December 31, of freight, commodity and distribution business. Operating loss for the year ended December 31, 2010, reflecting primarily foreign other non-foreign exchange and for the segment amounted to 2011, compared with income from exchange impacts (in particular, interest rate-related derivative $0.1 billion for the second half of investments in associates and joint the impact of dollar appreciation instruments not qualifying for the year, compared with operating ventures of $0.5 billion for the year and depreciation on euro- hedge accounting, amounted to income of $0.2 billion in the first ended December 31, 2010. denominated debt). $10 million for the year ended half of 2011, primarily reflecting Income for the year ended December 31, 2011, compared significant price-cost squeeze. December 31, 2011 included an Mark-to-market adjustments on with a gain of $43 million for the impairment loss of $107 million, the call option of the mandatory year ended December 31, 2010. Operating income for the year reflecting the reduction of the convertible bonds for the year ended December 31, 2010 had carrying amount of the investment ended December 31, 2011 were Income tax expense (benefit) been negatively impacted by in Macarthur Coal to the net a gain of $42 million, compared ArcelorMittal recorded a impairment losses of $113 million proceeds from the sale, as a result with a gain of $0.4 billion for the consolidated income tax expense relating to impairment on certain of the company’s withdrawal from year ended December 31, 2010. of $0.9 billion for the year ended subsidiaries, primarily reflecting the joint venture with Peabody The 2011 effect related to the December 31, 2011, compared the weak construction market. Energy to acquire ownership of company’s mandatory convertible with a consolidated income tax Macarthur Coal. bond while the 2010 effect related benefit of $1.5 billion for the year Operating income for the year to convertible bonds issued by the ended December 31, 2010. The ended December 31, 2011 Financing costs-net company in the spring of 2009. higher income tax of $0.9 billion for was negatively impacted by Net financing costs include net On April 1, 2009 and May 6, 2009, full year 2011 was primarily due to restructuring costs associated interest expense, revaluation of the company issued approximately lower recognition of deferred with the implementation of the financial instruments, net foreign $2.5 billion of bonds convertible tax assets following dividend ArcelorMittal Annual Report 2011 Asset Optimization Plan, totaling exchange income/expense into its shares (€1.25 billion upstreaming preventing interest $40 million across various entities. (i.e. the net effects of transactions euro-denominated convertible deductibility in Luxembourg, partial in a foreign currency other than the bonds due 2014 (OCEANEs) reversal of deferred tax assets in Mining functional currency of a subsidiary) and $800 million US dollar- our Belgian operations triggered by Operating income for the Mining and other net financing costs denominated convertible bonds due changes in local tax law and partial segment for the year ended (which mainly include bank fees, 2014), which were determined to reversal of deferred tax assets in December 31, 2011 was $2.6 accretion of defined benefit be hybrid instruments as defined by Spain imposed by time limitations billion, compared with operating International Financial Reporting 51
  • 51.
    Financial review continued for utilization of tax losses. For The statutory income tax expense shareholders in the first quarter additional information related (benefit) and the statutory income of 2011) for the year ended to ArcelorMittal’s income taxes, tax rates of the countries that December 31, 2011 amounted to see Note 19 to ArcelorMittal’s most significantly resulted in the $461 million, including $42 million consolidated financial statements. tax expense (benefit) at statutory of the post-tax net results rate for each of the years ended contributed by the stainless steel ArcelorMittal’s consolidated income December 31, 2010 and 2011 business prior to the completion tax expense (benefit) is affected by are set forth below. of the spin-off on January 25, the income tax laws and regulations 2011. The balance of $419 million in effect in the various countries Non-controlling interest represents a one-time income in which it operates and on the Net loss attributable to non- from the recognition through pre-tax results of its subsidiaries controlling interests was $4 million the consolidated statements of in each of these countries, which for the year ended December 31, operations of gains/losses relating can vary from year to year. 2011, compared with net income to the demerged assets previously ArcelorMittal operates in attributable to non-controlling recognized in equity. jurisdictions, mainly in Eastern interests of $89 million for the year Europe and Asia, that have a ended December 31, 2010. The Net income attributable to structurally lower corporate income decrease relates to lower income in equity holders of the parent tax rate than the statutory tax rate subsidiaries with non-controlling ArcelorMittal’s net income as in effect in Luxembourg (28.8%), interests, particularly ArcelorMittal attributable to equity holders and enjoys, mainly in Western South Africa, due to the weakening of the parent for the year ended Europe, structural (permanent) tax of market conditions in 2011. December 31, 2011 decreased advantages such as notional interest to $2.3 billion from net income deduction and tax credits. The Discontinued operations attributable to equity holders of income reported through the Net income from discontinued $2.9 billion for the year ended company’s finance centers located operations (i.e. the company’s December 31, 2010, for the principally in Belgium and Dubai is stainless steel business, which was reasons discussed above. not taxable. spun-off into a separate company, Aperam, whose shares were distributed to ArcelorMittal 2010 2011 Statutory Statutory Statutory income tax Statutory income tax income tax rate income tax rate United States (191) 35.00% 116 35.00% Argentina 46 35.00% 30 35.00% France 52 34.43% (141) 34.43% Brazil 270 34.00% (15) 34.00% Belgium 817 33.99% 617 33.99% Germany (66) 30.30% (136) 30.30% Spain (190) 30.00% (261) 30.00% Luxembourg (2,249) 28.80% (534) 28.80% Mexico 49 28.00% 110 28.00% South Africa 62 28.00% 9 28.00% Canada 127 26.90% 259 26.90% Algeria (29) 25.00% (26) 25.00% Courageous leadership The concept of ‘courageous leadership’ Russia (43) 20.00% 7 20.00% is being introduced through a series Kazakhstan 55 20.00% 114 20.00% of workshops, training sessions Czech Republic 30 19.00% 2 19.00% and ongoing communications programs Poland 6 19.00% (4) 19.00% throughout the many ArcelorMittal Mining sites around the world. Romania (21) 16.00% (29) 16.00% At its core is a belief that courageous Ukraine 12 16.00% 28 16.00% leadership – standing up and speaking Dubai – 0.00% – 0.00% out about a potentially dangerous situation – can play a major role Others (47) (113) in safeguarding employees and Total (1,310) 33 contractors at our mines and plants. During 2011, we introduced employees to courageous leadership in Brazil, West Virginia, US, ArcelorMittal Mines Canada and Kuzbass, Russia. In 2012 they are in turn passing down their knowledge to their team members. Opposite Liberia 52
  • 52.
    Overview Our business Safety for the people of Liberia Sustainability Marcus Wleh, corporate responsibility manager for ArcelorMittal Liberia commented: “In April 2011, we launched a new community safety program, blending international best practice Performance with local solutions to ensure that community safety is not compromised by ArcelorMittal operations.” Going forward, the program aims to build on the successes of ArcelorMittal’s road and rail safety Governance campaign. Public awareness will be increased through the use of radio and street theatre, and the support of safety education in schools. ArcelorMittal will provide more safety training workshops and continue Financial statements to partner with the police and transport unions in order to keep Liberia’s people safe. ArcelorMittal Annual Report 2011 53
  • 53.
    Liquidity and capital resources ArcelorMittal’s principal sources as of December 31, 2011 of credit facility entered into on of liquidity are cash generated from compared with $11.3 billion as of September 30, 2010, contain its operations, its credit facilities at December 31, 2010. ArcelorMittal restrictive covenants. Among other the corporate level and various also has a €2 billion (approximately things, these covenants limit working capital credit lines at $2.6 billion) commercial paper encumbrances on the assets of its operating subsidiaries. program (of which €0.5 billion or ArcelorMittal and its subsidiaries, approximately $0.6 billion was the ability of ArcelorMittal’s Because ArcelorMittal S.A. is a outstanding as of December 31, subsidiaries to incur debt and the holding company, it is dependent 2011), and its policy has been to ability of ArcelorMittal and its upon the earnings and cash flows maintain availability under its credit subsidiaries to dispose of assets of, and dividends and distributions facilities as back-up for its in certain circumstances. These from, its operating subsidiaries to commercial paper program. agreements also require pay expenses and meet its debt compliance with a financial service obligations. Significant As of December 31, 2011, covenant, as summarized below. cash or cash equivalent balances ArcelorMittal’s total debt, which may be held from time to time at includes long-term debt and The company must ensure that the company’s international short-term debt, was $26.4 billion, the ratio of ‘consolidated total net operating subsidiaries, including in compared with $26.0 billion as of borrowings’ (consolidated total particular those in France, where December 31, 2010. Net debt borrowings less consolidated the company maintains a cash (defined as long-term debt plus cash and cash equivalents) to management system under short-term debt, less cash and cash ‘consolidated Ebitda’ (the which most of its cash and cash equivalents and restricted cash) consolidated net pre-taxation equivalents are centralized, and in was $22.5 billion as of December profits of ArcelorMittal for a Algeria, Argentina, Brazil, China, 31, 2011, up from $19.7 billion at measurement period, subject to Kazakhstan, Morocco, South Africa, December 31, 2010. Most of the certain adjustments as set out in Ukraine and Venezuela. Some of external debt is borrowed by the the facilities) does not, at the end these operating subsidiaries have parent company on an unsecured of each ‘measurement period’ debt outstanding or are subject basis and bears interest at varying (each period of 12 months ending to acquisition agreements that levels based on a combination of on the last day of a financial impose restrictions on such fixed and variable interest rates. half-year or a financial year of the operating subsidiaries’ ability to pay Gearing (defined as net debt company), exceed a certain ratio, dividends, but such restrictions are divided by total equity) at currently 3.5 to one. not significant in the context of December 31, 2011 was 37% ArcelorMittal’s overall liquidity. compared with 30% at December The company refers to this ratio as Repatriation of funds from 31, 2010. Total debt increased the leverage ratio. As of December operating subsidiaries may also period-on-period primarily due to 31, 2011, the ‘leverage ratio’ be affected by tax and foreign the bond issuances made during stood at approximately 2.2 to one, exchange policies in place from the year and debt drawn under constant compared with 2.2 to time to time in the various credit lines. Net debt increased one as of December 31, 2010. countries where the company period-on-period primarily due The financial covenant in the above operates, though none of these to increases in working capital referenced principal credit facilities policies are currently significant resulting from higher levels of would permanently fall away were in the context of ArcelorMittal’s steel production, essentially in the company to meet certain overall liquidity. the first half, and notwithstanding defined rating criteria. a substantial working capital In management’s opinion, reduction in the fourth quarter. Non-compliance with the ArcelorMittal’s credit facilities covenants in the facilities described are adequate for its present ArcelorMittal’s principal credit above would entitle the lenders requirements. facilities, which are the $6 billion under such facilities to accelerate revolving credit facility entered into the company’s repayment As of December 31, 2011, on March 18, 2011 (the ‘$6 billion obligations. The company was ArcelorMittal’s cash and cash facility’), the $4 billion revolving in compliance with the financial equivalents, including restricted credit facility entered into on May covenants in the agreements cash and short-term investments, 6, 2010 (the ‘$4 billion facility’), related to all of its borrowings amounted to $3.9 billion compared the revolving credit bilateral facility as of December 31, 2010 and with $6.3 billion as of December of $300 million entered into on December 31, 2011. 31, 2010. In addition, ArcelorMittal June 30, 2010 (the ‘$300 million had available borrowing capacity of facility’) and the $500 million $8.6 billion under its credit facilities multi-currency revolving letter 54
  • 54.
    Overview The following tablesummarizes the repayment schedule of ArcelorMittal’s outstanding indebtedness, which Our business includes short-term and long-term debt, as of December 31, 2011: Repayments amount per year ($ billion) Type of indebtedness as of December 31, 2011 2012 2013 2014 2015 2016 >2016 Total Term loan repayments – Convertible bonds1 – 0.1 2.1 – – – 2.2 – Bonds – 3.4 1.3 1.7 1.8 9.2 17.4 Sustainability Subtotal – 3.5 3.4 1.7 1.8 9.2 19.6 Long-term revolving credit facilities – $6 billion facility – – – – 1.7 – 1.7 – $4 billion facility – – – – – – – – $300 million facility – – – – – – – Commercial paper2 0.6 – – – – – 0.6 Other loans 2.2 0.5 0.3 0.3 0.7 0.5 4.5 Performance Total gross debt $2.8 $4.0 $3.7 $2.0 $4.2 $9.7 $26.4 The following table summarizes the amount of credit available as of December 31, 2011 under ArcelorMittal’s principal credit facilities: Facility Credit lines available amount Drawn Available Governance $6 billion facility $6.0 $1.7 $4.3 $4 billion facility $4.0 – $4.0 $300 million facility $0.3 – $0.3 Total committed lines $10.3 $1.7 $8.6 1 Represents the financial liability component of the approximately $250 million to a total outstanding principal amount of $1 billion. $2.5 billion of convertible bonds issued on April 1, 2009 and May In December 2010, ArcelorMittal acquired certain call options on 6, 2009, respectively, as well as of the $750 million mandatory its own shares in order to hedge its obligations arising out of the convertible bond issued by a wholly owned Luxembourg subsidiary potential conversion of its euro-denominated 7.25% convertible Financial statements of the company to a Luxembourg affiliate of Crédit Agricole bonds due 2014 and its US dollar-denominated 5% convertible (formerly Calyon S.A.) in December 2009. In April 2011, the bonds due 2014. conversion date of the mandatory convertible bond was extended 2 Commercial paper is expected to continue to be rolled over in to January 31, 2013. On September 27, 2011, the company the normal course of business. increased the amount of the mandatory convertible bond by Supporting House of Hope The ArcelorMittal Foundation supports House of Hope (‘Dar el Amal’), an association which helps children living in the streets of El Jadida, south of Casablanca. Children are provided with food as well as workshops to improve school results and psychological support. ArcelorMittal Annual Report 2011 55
  • 55.
    Liquidity and capital resources continued As of December 31, 2011, Financings On June 30, 2010, ArcelorMittal ArcelorMittal had guaranteed The principal financings of entered into a bilateral three-year approximately $1.0 billion of ArcelorMittal and its subsidiaries are revolving credit facility of $300 debt of its operating subsidiaries summarized below by category. million. On July 12, 2010, and $1.3 billion of total debt ArcelorMittal entered into an of ArcelorMittal Finance. Principal credit facilities additional bilateral three-year ArcelorMittal’s debt facilities have On March 18, 2011, ArcelorMittal revolving credit facility of $300 provisions whereby the acceleration entered into the $6 billion facility, million, which was retroactively of the debt of another borrower which may be utilized for general effective as of June 30, 2010. within the ArcelorMittal group corporate purposes and which Each of these facilities was to be could, under certain circumstances, matures in 2016. The $6 billion used for general corporate purposes lead to acceleration under such facility replaced the company’s and was originally scheduled to facilities. Pursuant to amendment previous €17 billion credit facility mature in 2013. As of December agreements entered into on March dated November 30, 2006 31, 2011, one facility was 18, 2011, the above referenced (the ‘€17 billion facility’) after cancelled and the other facility principal credit facilities no longer it was fully repaid and cancelled remained fully available. contain covenants involving on March 31, 2011. As of restrictions on dividends, capital December 31, 2011, $1.7 billion On September 30, 2010, expenditures or acquisitions. of principal was outstanding under ArcelorMittal entered into the the $6 billion facility. $500 million revolving multi- The average debt maturity currency letter of credit facility of the company was 6.3 years On May 6, 2010, ArcelorMittal (the ‘letter of credit facility’), as of December 31, 2011, entered into the $4 billion facility, a which replaced an $800 million compared with 5.1 years as three-year revolving credit facility multi-currency letter of credit of December 31, 2010. for general corporate purposes facility entered into on December which replaced the company’s 30, 2005. The letter of credit Further information regarding previous $4 billion revolving credit facility is used by the company ArcelorMittal’s outstanding facility dated May 13, 2008 and the and its subsidiaries for the issuance long-term indebtedness as of related $3.25 billion forward-start of letters of credit and other December 31, 2011 is set forth facility dated February 13, 2009. instruments. The terms of the in Note 15 to ArcelorMittal’s These facilities were cancelled on letters of credit and other consolidated financial statements. May 12, 2010 (following this instruments contain certain cancellation, neither of the restrictions as to duration. On forward-start facilities entered into September 30, 2011, the maturity by the company during the first of the letter of credit facility was half of 2009 remain in effect). On extended from September 30, September 30, 2011, the maturity 2015 to September 30, 2016. date of the $4 billion facility was extended to May 6, 2015. As of December 31, 2011, the $4 billion facility remains fully available. 56
  • 56.
    Overview 2011 capital markets On November 7, 2004, 5.375%, and the $1.5 billion Our business transactions ArcelorMittal Finance issued notes due 2018 bear interest On March 7, 2011, ArcelorMittal €500 million principal amount at the rate of 6.125%. completed an offering of three of unsecured and unsubordinated series of US dollar-denominated fixed-rate bonds bearing interest In 2009, ArcelorMittal completed notes, consisting of $500 million at 4.625% due November 7, 2014. several capital markets transactions, aggregate principal amount of the proceeds of which were 3.75% notes due 2016, $1.5 billion The company has entered into principally used to refinance existing aggregate principal amount of five separate agreements with the indebtedness. The transactions Sustainability 5.50% notes due 2021 and European Bank for Reconstruction included the issuance of the $1 billion aggregate principal and Development (‘EBRD’) for following instruments that amount of 6.75% notes due 2041. on-lending to the following remain outstanding: The proceeds were used to prepay subsidiaries: ArcelorMittal Galati on the last two term loan installments November 18, 2002, ArcelorMittal • an offering of €1.25 billion under the €17 billion facility. Kryviy Rih on April 4, 2006, (approximately $1.6 billion) of ArcelorMittal Temirtau on 7.25% bonds convertible into On April 20, 2011, the conversion June 15, 2007, and ArcelorMittal and/or exchangeable for new Performance date of the $750 million mandatory Skopje and ArcelorMittal Zenica or existing ArcelorMittal shares convertible bond was extended from on November 10, 2005. The last (OCEANEs) due 2014 which May 25, 2011 to January 31, 2013. repayment installment under closed on April 1, 2009; these loans is in January 2015. • an offering of US dollar- On September 27, 2011, the The amount outstanding under denominated 5% convertible company increased the size of the these loans in the aggregate as bonds due 2014 for $800 million $750 million mandatory convertible of December 31, 2011 was which closed on May 6, 2009; bond by $250 million to $1 billion. $118 million, compared with Governance $178 million as of December 31, • an offering of two series of US On December 9, 2011, 2010. The loan relating to dollar-denominated bonds (9% ArcelorMittal completed a private ArcelorMittal Galati was fully notes due 2015 and 9.85% notes placement of €125 million of repaid on November 23, 2009. due 2019) totaling $2.25 billion 6.20% notes due in 2016, under which closed on May 20, 2009; its wholesale EMTN program On July 24, 2007, ArcelorMittal • an offering of two series established on September 29, 2011. Finance and a subsidiary signed of euro-denominated notes a €500 million five-year loan Financial statements (8.25% notes due 2013 and Please refer to note 27 of the agreement due 2012 that bears 9.375% notes due 2016) totaling consolidated financial statements interest based on EURIBOR plus a €2.5 billion ($3.5 billion) which for capital market transactions margin, the proceeds of which may closed on June 3, 2009; completed in 2012. be used by other entities within ArcelorMittal. • an offering of $1 billion of US Other outstanding loans and dollar-denominated 7% notes debt securities On May 27, 2008, the due 2039 which closed on ArcelorMittal Jubail celebrates On July 15, 2004, ArcelorMittal company issued unsecured October 1, 2009; and On February 21, 2012, our Jubail Finance issued €100 million and unsubordinated fixed rate project in Saudi Arabia celebrated • a private placement of a $750 principal amount of unsecured and US dollar-denominated notes in a significant health and safety million, 17-month mandatory milestone in the ongoing construction unsubordinated fixed rated notes two tranches totaling $3 billion. convertible bond by a wholly of the new seamless tubular products bearing interest at 5.50% due The $1.5 billion notes due 2013 facility. More than ten million hours owned Luxembourg subsidiary of July 15, 2014. bear interest at the rate of have been worked on the construction site without any lost time injuries as of mid-January 2012 – a special moment on our journey to zero. To commemorate this accomplishment, more than 2,000 employees, contractors, suppliers and special guests gathered in Jubail to celebrate. Nearly 30 special awards were given to employees and contractors recognizing outstanding individual ArcelorMittal Annual Report 2011 achievements and efforts. 57
  • 57.
    Liquidity and capital resources continued the company to a Luxembourg True sale of receivables Earnings distribution affiliate of Crédit Agricole (‘TSR’) programs Considering the worsening (formerly Calyon S.A.), with the The company has established sales global economic conditions since proceeds invested in notes linked without recourse of trade accounts September 2008, ArcelorMittal’s to shares of Erdemir of Turkey receivable programs with financial board of directors recommended and Macarthur Coal Limited of institutions for a total amount as on February 10, 2009, a reduction Australia, both of which were of December 31, 2011 of €2,540 of the annual dividend in 2009 to publicly listed companies in which million, $900 million and CAD 215 $0.75 per share (with quarterly ArcelorMittal held a minority million, referred to as true sale of dividend payments of $0.1875) stake. In ArcelorMittal’s receivables (‘TSR’) programs. from $1.50 per share previously. consolidated financial statements Through the TSR programs, The dividend policy was approved for the year ended December 31, certain operating subsidiaries of by the annual general meeting of 2009, the mandatory convertible ArcelorMittal surrender the control, shareholders on May 12, 2009, bond was recorded as non- risks and benefits associated with and was also maintained in 2010 controlling interests of $695 the accounts receivable sold; and 2011. Quarterly dividend million ($684 million net of fees therefore, the amount of payments took place on March and tax) and $55 million as debt. receivables sold is recorded as a sale 14, 2011, June 14, 2011, As a result of the completion of of financial assets and the balances September 12, 2011 and the sale of the shares in are removed from the consolidated December 12, 2011. Macarthur on December 21, statements of financial position at 2011, the notes linked to the the moment of sale. The total The board of directors will submit Macarthur shares were subject to amount of receivables sold under to the approval of the shareholders an early redemption for $1,208 TSR programs and derecognized in at the annual general meeting of million. The proceeds from the accordance with IAS 39 for the shareholders to be held in May redemption of the notes were years ended December 31, 2009, 2012, a proposal to maintain the placed with Crédit Agricole until 2010 and 2011 was $21.8 billion, quarterly dividend at $0.1875 per January 17, 2012. On that date, $29.5 billion and $35.3 billion, share, with dividends payments to notes linked to China Oriental respectively (with amounts of occur on a quarterly basis in 2012. Group Company Limited receivables sold in euros and The dividend payment calendar is were issued by a subsidiary Canadian dollars converted to available on www.arcelormittal.com of ArcelorMittal. US dollars at the monthly average exchange rate). Expenses incurred ArcelorMittal held 12.0 million Commercial paper program under the TSR programs (reflecting shares in treasury as of ArcelorMittal has a €2.0 billion the discount granted to the December 31, 2011, compared commercial paper program in acquirers of the accounts with 12.4 million shares as of the French market, which had receivable) recognized in the December 31, 2010. As of approximately €0.5 billion consolidated statements of December 31, 2011, the number ($0.6 billion) outstanding as of operations for the years ended of treasury shares was equivalent December 31, 2011 compared December 31, 2010 and 2011 to approximately 0.77% of with €1.7 billion ($2.2 billion) as were $110 and $152 million, the total issued number Health and safety day around of December 31, 2010. the world respectively. of ArcelorMittal shares. At Baffinland Iron Ore Corporation in the Arctic Circle, one of the key safety aspects to consider is outdoor sun safety. The team received classes and a review of the appropriate controls including the use of clothing, hats, sun block lotion and industrial safety sunglasses. In these harsh conditions this must be taken seriously as for some parts of the year, there is 24 hour sunlight. A lip balm of SPF 30 was handed out to all as a reminder to keep in their pockets. 58
  • 58.
    Overview Our business The following table presents a summary of cash flow of ArcelorMittal: Summary of cash flow “Our strategy for year ended December 31 2010 2011 2012 will include the ($ million) ($ million) disposal of selected Net cash provided by operating activities 4,015 1,777 and targeted non- Net cash used in investing activities (3,438) (3,678) core non-consolidated Net cash used in financing activities (7) (540) assets and we will Sustainability work closely with our Sources and uses of cash Net cash used in Net cash used in investing activities financing activities rating agencies in Net cash provided by Net cash used in investing activities Net cash used in financing activities order to preserve our operating activities was $3.7 billion for the year ended was $0.5 billion for the year ended investment grading. For the year ended December 31, 2011, net cash December 31, 2011 compared December 31, 2011, compared Furthermore, we will with $3.4 billion in 2010, primarily with $7 million in 2010. The provided by operating activities aim to institutionalize Performance due to higher capital expenditures, increase in cash used in financing decreased to $1.8 billion, compared as well as inflows of $796 million activities was primarily due to an the risk management with $4.0 billion for the year ended from the sale of the company’s increase in debt repayments, offset culture.” December 31, 2010, mainly stake in Macarthur Coal and by proceeds of long-term debt, because of operating working $129 million from the sale of the primarily due to bond issuances Sudhir Maheshwari capital deployment. The net cash company’s 12% stake in Baosteel- and drawdowns on credit facilities. Member of the Group provided by operating activities Management Board, responsible NSC/Arcelor (BNA) Automotive Co. Net cash used in financing activities was negatively impacted by a for corporate finance, M&A and also included outflow for purchases $3.8 billion increase (excluding risk management Governance Capital expenditures totaled of non-controlling interests, offset discontinued operations) in $4.8 billion for the year ended by proceeds from the increase in working capital (consisting of December 31, 2011 compared the outstanding amount of the inventories plus trade accounts with $3.3 billion for the year ended mandatory convertible bonds. receivable less trade accounts December 31, 2010. The company payable) as inventories increased currently expects that capital Dividends paid during the year by $3.1 billion; accounts receivable expenditures for the year ended ended December 31, 2011 were increased by $0.7 billion and December 31, 2012 will amount to $1.2 billion, including $1,162 million accounts payable decreased Financial statements approximately $4.0 to $4.5 billion, paid to ArcelorMittal shareholders by $0.1 billion. The increase in most of which relates to the and $32 million paid to non- inventories was largely attributable maintenance and improvement of controlling shareholders in to higher raw material prices and existing sites (including health and subsidiaries. Dividends paid in the higher levels of steel production safety investments). Growth year ended December 31, 2010 compared with 2010. The year-on- capital expenditure is expected were $1.3 billion. year decrease in net cash provided to target mainly mining projects. by operating activities was reduced Equity somewhat by strong operating ArcelorMittal’s major capital Equity attributable to the equity cash flow generation in the fourth expenditures in the year ended holders of the parent decreased quarter ($2.9 billion) driven by a December 31, 2011 included the to $56.7 billion at December 31, $1.8 billion release of working following major projects: Liberia 2011, compared with $62.4 billion capital (itself resulting largely greenfield mining project; Andrade at December 31, 2010, primarily from lower inventories), which capacity expansion plan in Andrade due to the stainless spin-off for was a reversal of the trend of an mine in Brazil; capacity expansion $4.0 billion on January 25, 2011 investment in working capital in plan in ArcelorMittal Mines in and the dividend distribution for the first three quarters of 2011. Canada; optimization of galvanizing $1.2 billion. See Note 17 to and galvalume operations in ArcelorMittal’s consolidated Dofasco, Canada; Baffinland financial statements for the year project in Canada; and a capacity ended December 31, 2011. expansion plan in Monlevade, Brazil. ArcelorMittal Annual Report 2011 59
  • 59.
    Disclosures about market risk Quantitative and All financial market risks are All counterparties and their managed in accordance with respective limits require the prior qualitative disclosures the treasury and financial risk approval of the corporate finance about market risk management policy. These risks and tax committee. Standard ArcelorMittal is exposed to a are managed centrally through agreements, such as those number of different market risks group treasury by a group published by the International arising from its normal business specializing in foreign exchange, Swaps and Derivatives Association, activities. Market risk is the interest rate, commodity, internal Inc. (ISDA) are negotiated with all possibility that changes in raw and external funding and cash and ArcelorMittal trading counterparties. materials prices, foreign currency liquidity management. exchange rates, interest rates, Derivative instruments base metal prices (zinc, nickel, All financial market hedges are ArcelorMittal uses derivative aluminum and tin) and energy governed by ArcelorMittal’s treasury instruments to manage its exposure prices (oil, natural gas and power) and financial risk management to movements in interest rates, will adversely affect the value of policy, which includes a delegated foreign exchange rates and ArcelorMittal’s financial assets, authority and approval framework, commodity prices. Changes in the liabilities or expected future sets the boundaries for all hedge fair value of derivative instruments cash flows. activities and dictates the required are recognized in the consolidated approvals for all treasury activities. statements of operations or in The fair value information presented Trading activity and limits are equity according to nature and below is based on the information monitored on an ongoing basis. effectiveness of the hedge. available to management as of ArcelorMittal enters into the date of the consolidated transactions with numerous Derivatives used are conventional statements of financial position. counterparties, mainly banks and exchange-traded instruments such Although ArcelorMittal is not financial institutions, as well as as futures and options, as well as aware of any factors that would brokers, major energy producers non-exchange-traded derivatives significantly affect the estimated and consumers. such as over-the-counter swaps, fair value amounts, such amounts options and forward contracts. have not been comprehensively As part of its financing and revalued for the purposes of this cash management activities, Currency exposure annual report since that date, and ArcelorMittal uses derivative ArcelorMittal seeks to manage therefore, the current estimates of instruments to manage its exposure each of its entities’ exposure to its fair value may differ significantly to changes in interest rates, foreign operating currency. For currency from the following amounts exchange rates and commodity exposure generated by activities, presented. The estimated fair prices. These instruments are the conversion and hedging of values of certain financial principally interest rate and revenues and costs in foreign instruments have been determined currency swaps, spots and currencies is typically performed using available market information forwards. ArcelorMittal may also using currency transactions on the or other valuation methodologies use futures and options contracts. spot market and forward market. that require considerable judgment For some of its business segments, in interpreting market data and Counterparty risk ArcelorMittal hedges future developing estimates. The fair ArcelorMittal has established cash flows. value estimates presented below detailed counterparty limits to are not necessarily indicative of mitigate the risk of default by its Because a substantial portion the amounts that ArcelorMittal counterparties. The limits restrict of ArcelorMittal’s assets, liabilities, could realize in current market the exposure ArcelorMittal may sales and earnings are denominated transactions. have to any single counterparty. in currencies other than the US Counterparty limits are calculated dollar (its reporting currency), Risk management taking into account a range of ArcelorMittal has exposure to ArcelorMittal has implemented strict factors that govern the approval fluctuations in the values of these policies and procedures to manage of all counterparties. The factors currencies relative to the US dollar. and monitor financial market risks. include an assessment of the These currency fluctuations, Organizationally, supervisory counterparty’s financial soundness especially the fluctuation of the functions are separated from and its ratings by the major rating value of the US dollar relative to operational functions, with proper agencies, which must be of a high the euro, the Canadian dollar, the segregation of duties. Financial quality. Counterparty limits are Brazilian real and the South African market activities are overseen by monitored on a periodic basis. rand, as well as fluctuations in the the CFO, the corporate finance and currencies of the other countries in tax committee and the Group which ArcelorMittal has significant Management Board. operations and/or sales, could have a material impact on the result of its operations. 60
  • 60.
    Overview ArcelorMittal faces transactionrisk, where its businesses generate sales in one currency but incur costs Our business relating to that revenue in a different currency. For example, ArcelorMittal’s non-US subsidiaries may purchase raw materials, including iron ore and coking coal, in US dollars, but may sell finished steel products in other currencies. Consequently, an appreciation of the US dollar will increase the cost of raw materials, thereby negatively impacting the company’s operating margins. Based on high-level estimates for 2011, the table below reflects the impact of a 10% depreciation of the functional currency on budgeted cash flows expressed in the respective functional currencies of the various entities: Sustainability Transaction impact of move of foreign currency on cash flows Entity functional currency in $ equivalent (in millions) US dollar (39) Euro (900) Other (145) Performance ArcelorMittal faces translation risk, which arises when ArcelorMittal translates the consolidated statements of operations of its subsidiaries, its corporate net debt and other items denominated in currencies other than the US dollars for inclusion in ArcelorMittal’s consolidated financial statements. Based on high-level estimates for 2011, the table below, in which it is assumed that there is no indexation between sales prices and exchange rates, illustrates the impact of an appreciation of 10% of the US dollar. Governance Translation impact of appreciation of dollar on cash flows Entity functional currency in $ equivalent (in millions) Euro (179) Other (166) The table below illustrates the impact of exchange rate fluctuations on the conversion of the net debt of Financial statements ArcelorMittal into US dollars (sensitivity taking derivative transactions into account): Impact of 10% move of the US dollar on net debt translation Currency in $ equivalent (in millions) Brazilian real 16 Canadian dollar (14) Euro (940) US dollar – Other (3) ArcelorMittal Annual Report 2011 61
  • 61.
    Disclosures about market risk continued Interest rate sensitivity Short-term interest rate exposure and cash Cash balances, which are primarily composed of euros and US dollars, 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 interest rate swaps and 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 US dollars 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. The estimated fair values of ArcelorMittal’s short-term and long-term debt are as follows: 2010 2011 ($ million) Carrying value Estimated fair value Carrying value Estimated fair value Instruments payable bearing interest at variable rates 5,386 5,378 4,156 3,743 Instruments payable bearing interest at fixed rates 17,714 21,337 20,731 21,675 Long-term debt, including current portion 23,100 26,715 24,887 25,418 Short-term debt 2,908 2,769 1,531 1,561 Commodity price sensitivity ArcelorMittal utilizes a number of exchange-traded commodities in the steelmaking 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 through surcharges. The residual exposures are managed as appropriate. Financial instruments related to commodities (base metals, energy and freight) 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. The table below reflects commodity price sensitivity. Impact of 10% move of market prices as at December 31, 2011 Local corporate Commodities in $ equivalent (in millions) responsibility reporting Zinc 75 In 2011, 10 local corporate Nickel 14 responsibility reports were published, in Ukraine, Kazakhstan, Tin 12 Mexico, the US, Luxembourg, Aluminum 6 Czech Republic, Brazil, Gas 49 South Africa, Poland and Argentina (Mexico, Poland Brent 112 and Ukraine were first Freight 19 time reporters). In respect of non-exchange traded commodities, ArcelorMittal is exposed to possible increases 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 managed through long-term contracts. 62
  • 62.
    Overview Summary of risks anduncertainties The following factors, • A prolonged period of weak • the fact that ArcelorMittal’s • economic policy, political, social Our business economic growth, either globally reserve and resource estimates and legal risks and uncertainties among others, could or in ArcelorMittal’s key markets; could materially differ from in certain countries in which cause ArcelorMittal’s mineral quantities that it may be ArcelorMittal operates or • the risk that excessive capacity actual results in the steel industry globally and able to actually recover, that its proposes to operate; to differ materially particularly in China may hamper mine life estimates may prove • fluctuations in currency exchange inaccurate and the fact that from those discussed the steel industry’s recovery market fluctuations may render rates, particularly the euro to US in the forward-looking and weigh on the profitability certain ore reserves uneconomical dollar exchange rate, and the risk Sustainability of steel producers; of impositions of exchange statements included to mine; controls in countries where throughout this • the risk of protracted weakness in • drilling and production risks in ArcelorMittal operates; steel prices or of price volatility; annual report. relation to mining; • the risk of disruptions to • any volatility in the supply or • rising extraction costs in relation ArcelorMittal’s manufacturing prices of raw materials, energy to mining; operations; or transportation, or mismatches of raw material and steel price • failure to manage continued • the risk of damage to Performance trends; growth through acquisitions; ArcelorMittal’s production facilities due to natural disasters; • increased competition in the steel • a Mittal family trust’s ability to industry; exercise significant influence over • the risk that ArcelorMittal’s the outcome of shareholder voting; insurance policies may provide • the risk that unfair practices in inadequate coverage; steel trade could negatively • any loss or diminution in the affect steel prices and reduce services of Mr Lakshmi N Mittal, • the risk of product liability claims; ArcelorMittal’s profitability, or that ArcelorMittal’s chairman of the • the risk of potential liabilities from Governance national trade restrictions could board of directors and chief investigations, litigation and fines hamper ArcelorMittal’s access to executive officer; regarding antitrust matters; key export markets; • the risk that the earnings and cash • the risk that ArcelorMittal’s • increased competition from other flows of ArcelorMittal’s operating governance and compliance materials, which could significantly subsidiaries may not be sufficient processes may fail to prevent reduce market prices and demand to meet future funding needs at regulatory penalties or for steel products; the holding company level; reputational harm, both at Financial statements • legislative or regulatory changes, • the risk that changes in operating subsidiaries and including those relating to assumptions underlying joint ventures; protection of the environment the carrying value of certain • the risk of unfavorable changes to, and health and safety; assets, including as a result or interpretations of, the tax laws of adverse market conditions, • laws and regulations restricting and regulations in the countries in could result in impairment of greenhouse gas emissions; which ArcelorMittal operates; tangible and intangible assets, • the risk that ArcelorMittal’s high including goodwill; • the risk that ArcelorMittal may level of indebtedness could not be able to fully utilize its • the risk that significant capital make it difficult or expensive to deferred tax assets; and expenditure and other refinance its maturing debt, incur commitments ArcelorMittal • the risk that ArcelorMittal’s new debt and/or flexibly manage has made in connection with reputation and business could its business; acquisitions may limit its be materially harmed as a result • risks relating to greenfield and operational flexibility and add of data breaches, data theft, brownfield projects; to its financing requirements; unauthorized access or successful hacking. • risks relating to ArcelorMittal’s • ArcelorMittal’s ability to fund mining operations; under-funded pension liabilities; These factors are discussed in • the risk of labor disputes; more detail in this annual report on page 192. ArcelorMittal Annual Report 2011 63
  • 63.
    We have astronger balance sheet Picture Vitória, Brazil Since the onset of the global financial crisis three years ago, we have significantly strengthened our balance sheet. Over that period, we have reduced our net debt by $4 billion, to $22.5 billion, and we expect to go on reducing it in 2012. As importantly, we have extended the maturity profile of our debt from an average of 2.6 years to 6.3 years. We have also diversified the sources of our funding. In 2008, bank debt was the main source of funding for ArcelorMittal; today it is limited primarily to our liquidity lines, of which we have drawn just $1.7 billion. The business remains highly cash generative. In 2011, operating cash flow excluding working capital was $5.8 billion. Our debt is rated investment grade by the ratings agencies, maintaining that credit rating remains a key priority for ArcelorMittal. Cash flow summary $1,777 m Net cash provided by operating activities, year ended December 31, 2011
  • 64.
    65 Overview Our business Sustainability Performance Governance Financial statements ArcelorMittal Annual Report 2011
  • 65.
    Board of directors ArcelorMittal’s annual Lakshmi N Mittal Narayanan Vaghul Antoine Spillmann general meeting of Lakshmi N Mittal, 61 and an Indian Narayanan Vaghul, 75 and an Indian Antoine Spillmann, 48 and a Swiss shareholders on May 10, citizen, is the chairman and CEO of citizen, has over 50 years’ citizen, worked for leading 2011 acknowledged the ArcelorMittal. Mr Mittal founded experience in the financial sector investment banks in London from expiration of the terms Mittal Steel in 1989, and guided its and was the chairman of ICICI 1986 to 2000. He is now an asset of office of the following strategic development,with Arcelor. Group,in India from 1985services managerBruellan Wealthpartner at in the merger in 2006 culminating group a leading financial to 2009. the firm and executive directors: Mr Lakshmi He is a member of various boards Mr Vaghul is chairman of the Indian Management, an independent asset N Mittal, Mr Antoine and trusts and also of the Indian Institute of Finance Management management company based in Spillmann, Mr Lewis Prime Minister’s Global Advisory & Research and is also a board Geneva. Mr Spillmann studied in Council, Kazakhstan’s Foreign member of Wipro Limited, Switzerland and London, receiving B Kaden and Investors’ Council, World Economic Mahindra & Mahindra, Piramal diplomas from the London Business HRH Prince Guillaume Forum’s International Business Healthcare and Apollo Hospitals. School in Investment Management de Luxembourg. Council and World Steel and Corporate Finance. Association’s (WSA) Executive Wilbur L Ross, Jr At the same meeting, the Committee. He has received HRH Prince Guillaume shareholders re-elected numerous awards and honors such Wilbur L Ross, Jr, 74 and a US as Fortune’s 2004 ‘European de Luxembourg Mr Lakshmi N Mittal, Mr Antoine citizen, is the chairman and CEO Spillmann, Mr Lewis B Kaden Businessman of the Year’, Financial of WL Ross & Co. LLC, a merchant HRH Prince Guillaume de and HRH Prince Guillaume Times’ 2006 ‘Person of the Year’, banking firm, a position that he has Luxembourg, 48 and a Luxembourg de Luxembourg for a new term 2007 Dwight D Eisenhower Global held since April 2000. WL Ross & citizen, worked for five years at the of three years. The board of Leadership Award and Forbes 2008 Co is part of Invesco Private Capital, International Monetary Fund in directors proposed to elect ‘Lifetime Achievement Award’. In a listed company, of which Mr Ross Washington, D.C., and spent two Mr Bruno Lafont as a new board October 2010, he was awarded is Chairman. Mr Ross is also the years working for the Commission member, and the shareholders WSA’s medal for services to the Chairman and CEO of Invesco of European Communities in elected him for a three-year term Association and for contributing subsidiaries WLR Recovery Fund Brussels. Prince Guillaume headed a on May 10, 2011. Mr Bruno to the sustainable development L.P., WLR Recovery Fund II L.P., WLR governmental development agency, Lafont is considered an of the global steel industry. Recovery Fund III, WLR Recovery Lux-Development, for 12 years. independent director. Fund IV, WLR Recovery Fund V, Asia Lewis B Kaden Recovery Fund, Asia Recovery Fund Suzanne P Nimocks As a result of these changes, Co-Investment, Absolute Recovery the board of directors is Lewis B Kaden, 69 and a US citizen, Hedge Fund and American Home Suzanne P Nimocks, 52 and a US composed of ten directors, of is the lead independent director of Mortgage Servicing Inc., none of citizen, was a director (senior whom nine are non-executive ArcelorMittal. He has approximately which are listed. Mr Ross is the partner) with McKinsey & Company directors and seven are 39 years of experience in corporate Chairman of Ohizumi from 1999 to 2010 and was with independent directors. The governance, financial services, Manufacturing Company in Japan, the firm in various other capacities directors are: Mr Lakshmi N dispute resolution and economic International Textile Group and since 1989. Ms Nimocks is Mittal, Ms Vanisha Mittal Bhatia, policy. He is currently vice chairman Diamond Shipping, which are currently a board member for Mr Antoine Spillmann, Mr Wilbur of Citigroup. Mr Kaden served as unlisted companies. Mr Ross is a Encana Corporation and Rowan L Ross, Mr Lewis B Kaden, a director of Bethlehem Steel director of International Automotive Companies, Inc. both listed Mr Narayanan Vaghul, Mr Jeannot Corporation for ten years and is Components and Compagnie companies, and Valerus, a private Krecké, HRH Prince Guillaume currently chairman of the board of Européenne de Wagons SARL company. In the non-profit sector, de Luxembourg, Ms Suzanne directors of the Markle Foundation (Luxembourg), both non-listed she serves on the board of directors P Nimocks and Mr Bruno Lafont. and vice chairman of the Board of companies. Mr Ross is also a of the Houston Zoo and she is The board of directors comprises Trustees of Asia Society. director of the Yale School of expected to assume the one executive director, Management. chairmanship of its board of Mr Lakshmi N Mittal, the chairman Vanisha Mittal Bhatia directors on July 1, 2012. and chief executive officer of Jeannot Krecké ArcelorMittal. Mr Lewis B Kaden Vanisha Mittal Bhatia, 31 and an Bruno Lafont is the lead independent director. Indian citizen, was appointed as Jeannot Krecké, 61 and a a member of the LNM Holdings Luxembourg citizen, was appointed Bruno Lafont, 55 and a French None of the members of the board of directors in June 2004. as Luxembourg’s Minister of the citizen, started his career at Lafarge board of directors, including Ms Vanisha Mittal Bhatia was Economy and Foreign Trade and in 1983. On January 1, 2006, he the executive director, have appointed to Mittal Steel’s board Minister of Sport in 2004. As of became chief executive officer and entered into service contracts of directors in December 2004. July 2004, he represents the in May 2007, he was appointed with ArcelorMittal or any of She has a Bachelor of Arts degree Luxembourg government at the chairman and chief executive its subsidiaries providing for in Business Administration from the Council of Ministers of the officer of the group. Mr Lafont is benefits upon the termination European Business School and has European Union in the internal Special Adviser to the Mayor of of their terms. worked at Mittal Shipping Ltd, market and industry sections of its Chongqing (China), President of the Mittal Steel Hamburg GmbH, an competitiveness configuration. On EPE French Association (‘Enterprises Internet-based venture capital fund, February 1, 2012, Jeannot Krecké for Environment’), a board member within the procurement department retired from government and of EDF and a board member of Mittal Steel, in charge of a decided to end his active political of ArcelorMittal. cost-cutting project, and is currently career in order to pursue a range head of strategy for Aperam. of different projects. 66
  • 66.
    Overview Our business Sustainability Performance Governance Financial statements Left to right ArcelorMittal Annual Report 2011 Lakshmi N Mittal Lewis B Kaden Vanisha Mittal Bhatia Narayanan Vaghul Wilbur L Ross, Jr Jeannot Krecké Left to right Antoine Spillmann HRH Prince Guillaume de Luxembourg Suzanne P Nimocks Bruno Lafont 67
  • 67.
    Senior management The strategic direction Lakshmi N Mittal Davinder Chugh Lou Schorsch of ArcelorMittal is the Lakshmi N Mittal is the chairman Davinder Chugh, member of Lou Schorsch, member of responsibility of the and CEO of ArcelorMittal. Mr Mittal the Group Management Board, the Group Management Board, Group Management founded Mittal Steel in 1989, and responsible for shared services, responsible for Flat Carbon Board (GMB). The GMB guided its strategic development, has over 33 years of experience Americas, group strategy, CTO, culminating in the merger in 2006 in the steel industry in general research and development, members are elected with Arcelor. He is a member of management, materials purchasing, commercial coordination, global by the board of directors various boards and trusts and also marketing, logistics, warehousing automotive and member of the IAC. and the GMB is headed of the Indian Prime Minister’s Global and shipping. Mr Chugh is a Dr Schorsch was elected to the by Lakshmi N Mittal as Advisory Council, Kazakhstan’s member of the Investment Group Management Board in May Foreign Investors’ Council, World Allocation Committee (‘IAC’). 2011. Prior to this appointment he chief executive officer Economic Forum’s International Before becoming a senior executive had been president and chief (CEO). The GMB is Business Council and World Steel vice president of ArcelorMittal, he executive officer of Flat Carbon supported by a strong Association’s (WSA) Executive served as the CEO of Mittal Steel Americas, a position established team of 24 management Committee. He has received South Africa until 2006. Mr Chugh with the 2006 merger of Arcelor numerous awards and honors was involved in the turnaround and and Mittal Steel, as well as a committee members, such as Fortune’s 2004 ‘European consolidation of the South African member of the ArcelorMittal working towards Businessman of the Year’, Financial operations of ArcelorMittal. management committee. delivering the best Times’ 2006 ‘Person of the Year’, possible performance 2007 Dwight D Eisenhower Global Peter Kukielski Gonzalo Urquijo to all stakeholders while Leadership Award and Forbes 2008 Peter Kukielski, member of the ‘Lifetime Achievement Award’. In Gonzalo Urquijo, member of continuously working October 2010, he was awarded Group Management Board, chief the Group Management Board, to improve health and WSA’s medal for services to the executive of Mining, was appointed responsible for AACIS (excluding safety results. Association and for contributing senior executive vice president and China and India), Distribution head of Mining in December 2008. Solutions, Tubular Products, to the sustainable development of the global steel industry. Mr Kukielski was previously corporate responsibility, IAC executive vice president and chief chairman, was previously senior Aditya Mittal operating officer at Teck Cominco executive vice president and CFO Limited. Prior to joining Teck of Arcelor, with responsibility for Aditya Mittal is CFO of Cominco, he was chief operating finance, purchasing, IT, legal affairs, ArcelorMittal, and a member of officer of Falconbridge Limited investor relations, Arcelor the Group Management Board before which he held senior Distribution Solutions, and other with additional responsibility for engineering and project activities. Prior to that, Mr Urquijo Flat Carbon Europe, investor management positions with BHP also held several other positions relations and communications. Billiton and Fluor Corporation. within Arcelor, including deputy Prior to the merger to create senior executive vice president and ArcelorMittal, Aditya Mittal held Sudhir Maheshwari head of the functional directorates the position of President and CFO of distribution. of Mittal Steel from October 2004 Sudhir Maheshwari, member of to 2006. In 2008, Mr Aditya Mittal the Group Management Board, Michel Wurth was awarded ‘European Business responsible for corporate finance, Leader of the Future’ by CNBC M&A and risk management and Michel Wurth, member of the Europe. In 2011, he was also India and China operations, is also Group Management Board, ranked 4th in the ‘40 under 40’ alternate chairman of the corporate responsible for Long Carbon list of Fortune magazine. He is a finance and tax committee and worldwide, was previously in charge member of the World Economic chairman of the risk management of Flat Carbon Europe and Global Forum’s The Forum of Young committee. Mr Maheshwari was R&D between 2006 and June 2011 Global Leaders, the Young previously a member of the as well as Distribution Solutions Presidents’ Organization, a board management committee of between 2009 and June 2011. member at the Wharton School ArcelorMittal, responsible for Prior to this he was vice president and PPR. finance and M&A. Prior to this, he of the Group Management Board was managing director, business of Arcelor and Deputy CEO, with development and treasury at Mittal responsibility for Flat Carbon Steel Steel from January 2005 until its including auto, coordination Brazil, merger with Arcelor in 2006. R&D and NSC alliance. The creation Mr Maheshwari also serves on of Arcelor in 2002 led to Mr Wurth’s From left to right Lakshmi N Mittal, Aditya Mittal, Davinder Chugh, the board of directors of various appointment as senior executive Peter Kukielski, Sudhir Maheshwari, subsidiaries of ArcelorMittal. vice president and CFO of Arcelor. Lou Schorsch, Gonzalo Urquijo, Michel Wurth 68
  • 68.
    Overview Our business Sustainability Performance Governance Financial statements Management committee Name Age1 Position Bhikam Agarwal 59 Executive vice president, head of finance Vijay Bhatnagar 64 Executive vice president, CEO India and China Davinder Chugh 55 Member of the Group Management Board, responsible for shared services and member of the investment allocation committee Jefferson de Paula 53 Executive vice president, CEO Long Carbon Americas Phil du Toit 59 Executive vice president, head of mining projects and exploration Robrecht Himpe 53 Executive vice president, CEO Flat Carbon Europe Peter Kukielski 55 Member of the Group Management Board, head of Mining Sudhir Maheshwari 48 Member of the Group Management Board, responsible for corporate finance, M&A and risk management and India and China operations Aditya Mittal 35 CFO, member of the Group Management Board, with additional responsibility for Flat Carbon Europe, investor relations and communications Lakshmi N Mittal 61 Chairman and chief executive officer Michael Pfitzner 62 Executive vice president, head of marketing and commercial coordination Arnaud Poupart-Lafarge 46 Executive vice president, CEO Long Carbon Europe (including Annaba, Bosnia and Herzegovina, Ostrava and Sonasid) Michael Rippey 54 Executive vice president, CEO USA Lou Schorsch 62 Member of the Group Management Board, responsible for Flat Carbon Americas, group strategy, CTO, research and development, global automotive and member of the investment allocation committee ArcelorMittal Annual Report 2011 Bill Scotting 53 Executive vice president, head of strategy Willie Smit 54 Executive vice president, head of human resources Gonzalo Urquijo 50 Member of the Group Management Board, responsible for AACIS (excluding China and India), Distribution Solutions, Tubular Products, corporate responsibility, investment allocation committee chairman Michel Wurth 57 Member of the Group Management Board, responsible for Long Carbon worldwide 1 Age on December 31, 2011 Additional members of the management committee include Augusto Espeschit de Almeida (CEO Long Carbon Central and South America), Brian Aranha (chief marketing officer, global automotive and Flat Carbon Americas, commercial coordination), Benjamin Baptista (CEO Flat South America), Bill Chisholm (CEO ArcelorMittal Mexico), Gregory Ludkovsky (global research and development), Jean-Luc Maurange (CEO Flat Carbon Europe, business division south west), Nku Nyembezi-Heita (CEO ArcelorMittal South Africa), Geert Van Poelvoorde (CEO Flat Carbon Europe, business division north), Sanjay Samaddar (CEO Flat Carbon Europe, business division east and CEO ArcelorMittal Poland), Juergen Schachler (CEO ArcelorMittal Dofasco), Kleber Silva (mining operations), PS Venkat (CEO Long Carbon North America), Marc Vereecke (chief technology officer, with additional responsibility for in-house manufacturing services) and Alain Le Grix (CEO Distribution Solutions). 69
  • 69.
    Group structure ArcelorMittal Flat Carbon Americas Flat Carbon Europe Long Carbon Americas and Europe ArcelorMittal ArcelorMittal ArcelorMittal ArcelorMittal Acindar ArcelorMittal Brasil USA Atlantique et Belgium Belval & Lorraine Differdange ArcelorMittal ArcelorMittal ArcelorMittal ArcelorMittal ArcelorMittal ArcelorMittal Lázaro Dofasco España Flat Carbon Brasil Hamburg Cárdenas Europe ArcelorMittal ArcelorMittal ArcelorMittal ArcelorMittal Galati Poland Duisburg Las Truchas ArcelorMittal ArcelorMittal ArcelorMittal ArcelorMittal Méditerranée Bremen Gipuzkoa Montreal ArcelorMittal Industeel ArcelorMittal ArcelorMittal Eisenhüttenstadt Belgium Point Lisas Ostrava Industeel ArcelorMittal Sonasid France Warszawa ArcelorMittal Annaba 70
  • 70.
    Overview Our business Sustainability AACIS Mining Distribution Solutions Performance ArcelorMittal ArcelorMittal ArcelorMittal ArcelorMittal ArcelorMittal Kryviy Rih South Africa Mines Canada Kuzbass International Luxembourg Governance ArcelorMittal Minorca Mines ArcelorMittal Temirtau Lázaro Cárdenas Mining Assets Financial statements Hibbing ArcelorMittal Taconite Mines Princeton ArcelorMittal ArcelorMittal Mineração Kryviy Rih Serra Azul Mining Assets ArcelorMittal Temirtau Mining Assets ArcelorMittal Annual Report 2011 71
  • 71.
    Corporate governance This section provides a summary of Board of directors for foreign private issuers (the the corporate governance practices ‘NYSE standards’), (b) he or she is Composition of the board of ArcelorMittal. unaffiliated with any shareholder of directors owning or controlling more than 2% The board of directors is in charge Board of directors, Group of the overall governance and of the total issued share capital of ArcelorMittal, and (c) the board Management Board and direction of ArcelorMittal. It is of directors makes an affirmative management committee responsible for the performance of determination to this effect. For all acts of administration necessary these purposes, a person is deemed ArcelorMittal is governed by or useful in furtherance of the affiliated to a shareholder if he a board of directors and managed corporate purpose of ArcelorMittal, or she is an executive officer, a by a Group Management Board. except for matters reserved by director who also is an employee, The Group Management Board Luxembourg law or the articles of a general partner, a managing is assisted by a management association to the general meeting member or a controlling shareholder committee. of shareholders. The articles of of such shareholder. The 10 association provide that the board Principles of Governance of the A number of corporate governance of directors is composed of a Luxembourg Stock Exchange, which provisions in the articles of minimum of three and a maximum constitute ArcelorMittal’s domestic association of ArcelorMittal reflect of 18 members, all of whom, corporate governance code, require provisions of the Memorandum of except the chief executive officer, ArcelorMittal to define the Understanding signed on June 25, must be non-executive directors. independence criteria that 2006 (prior to Mittal Steel’s merger None of the members of the board apply to its directors. with Arcelor), amended in April of directors, except for the chief 2008 and which mostly expired executive officer, may hold an In line with Luxembourg practice, on August 1, 2009. executive position or executive the articles of association do not mandate within ArcelorMittal or any require directors to be shareholders entity controlled by ArcelorMittal. of the company. Mr Lakshmi N Mittal was elected The articles of association provide chairman of the board of directors that directors are elected and on May 13, 2008. Mr Mittal is removed by the general meeting also ArcelorMittal’s chief executive of shareholders by a simple majority officer. Mr Mittal was re-elected of votes cast. Other than as set to the board of directors for a out in the company’s articles of three-year term by the annual association, no shareholder has any general meeting of shareholders specific right to nominate, elect or on May 10, 2011. remove directors. Directors are elected by the general meeting of The board of directors is comprised shareholders for three-year terms. of 10 members, of which nine are In the event that a vacancy arises non-executive directors and one on the board of directors for any is an executive director. The chief reason, the remaining members executive officer of ArcelorMittal of the board of directors may by a is the sole executive director. simple majority elect a new director Ms Suzanne P Nimocks was elected to temporarily fulfill the duties to the board of directors on January attached to the vacant post 25, 2011, and Mr Bruno Lafont until the next general meeting was elected to the board of of the shareholders. directors in May 2011. Mr François Pinault resigned in 2011. The board None of the members of the board of directors now therefore has one of directors, including the executive additional member. director, have entered into service contracts with ArcelorMittal or any Seven of the ten members of the of its subsidiaries that provide for board of directors are independent. any form of remuneration or for A director is considered benefits upon the termination of ‘independent’ if (a) he or she is their term. The remuneration of the independent within the meaning members of the board of directors of the Listed Company Manual of is determined on a yearly basis the New York Stock Exchange, as by the annual general meeting amended from time to time, or any of shareholders. successor manual or provisions, subject to the exemptions available 72
  • 72.
    Overview Operation of theboard Each director has one vote and Annual self-evaluation Our business of directors none of the directors, including The board of directors decided in the chairman, has a casting vote. 2008 to start conducting an annual General Decisions of the board of directors self-evaluation of its functioning in The board of directors may engage are made by a majority of the order to identify potential areas the services of external experts or directors present and represented for improvement. The first advisers as well as take all actions at a validly constituted meeting. self-evaluation process was carried necessary or useful to implement out in early 2009. The 2011 the company’s corporate purpose. Lead independent director self-evaluation process was Sustainability The board of directors (including In April 2008, the board of implemented through structured its three committees) has its own directors created the role of lead interviews between the lead budget, which covers functioning independent director. His or her independent director and each costs such as external consultants, function is to: director and covers the overall continuing education activities for performance of the board of directors and travel expenses. • coordinate the activities of the directors, its relations with senior independent directors, management, the performance Meetings • liaise between the chairman of of individual directors, and the Performance The board of directors meets when the board of directors and the performance of the committees. convened by the chairman of the independent directors, The process is supported by the board or any two members of the company secretary under the board of directors. The board of • call meetings of the independent supervision of the chairman and directors holds physical meetings directors when he or she the lead independent director. at least on a quarterly basis as five considers it necessary or The findings of the self-evaluation regular meetings are scheduled per appropriate, and process are examined by the year. The board of directors holds • perform such other duties appointments, remuneration and Governance additional meetings if and when as may be assigned to him corporate governance (‘ARCG’) circumstances require, in person or her by the board of directors committee and presented with or by teleconference and can take from time to time. recommendations from the decisions by written circulation, ARCG committee to the board provided that all members of the Mr Lewis B Kaden was elected of directors for adoption and board of directors agree. by the board of directors as implementation. Suggestions ArcelorMittal’s first lead for improvement of the board of The board of directors held eight independent director in April 2008 directors’ process based on the Financial statements meetings in 2011. The average and remains lead independent prior year’s performance and attendance rate of the directors at director, having been re-elected as functioning are implemented the board of directors’ meetings a director for a three-year term on during the following year. was 96.6%. May 10, 2011. The 2011 board of directors’ In order for a meeting of the board The agenda of each meeting of the self-evaluation was completed of directors to be validly held, a and discussed by the board in early board of directors is decided jointly majority of the directors must be by the chairman of the board of February 2012. Overall satisfaction present or represented, including at directors and the lead independentwith the quality of the board least a majority of the independent director. process increased compared with directors. In the absence of the the previous year, based on high chairman, the board of directors will Separate meetings of participation levels by directors appoint by majority vote a chairman independent directors in the board of directors as well for the meeting in question. The The independent members of the as its committees in 2011 and the chairman may decide not to board of directors may schedule successful integration of the two participate in a board of directors’ meetings outside the presence of new directors who joined the board meeting, provided he has given a non-independent directors. Four in 2011. The balance of the time proxy to one of the directors who meetings of the independent spent by the board of directors will be present at the meeting. For directors outside the presence of on strategic and other specific any meeting of the board of management and non-independent issues compared with the review directors, a director may designate directors were held in 2011. of financial and operational another director to represent him results and performance was or her and vote in his or her name, an issue identified to merit provided that the director so further consideration. ArcelorMittal Annual Report 2011 designated may not represent more than one of his or her colleagues at any time. 73
  • 73.
    Corporate governance continued The board of directors believes that In 2011, the directors attended a • ArcelorMittal’s system of internal its members have the appropriate total of four presentations made control regarding finance, range of skills, knowledge and to them by internal specialists accounting, legal compliance and experience, as well as the degree on specific areas of activity or ethics that the board of directors of diversity, necessary to enable it corporate functions (e.g. human and senior management have to effectively govern the business. resources, the Flat Carbon Europe established; and Board composition is reviewed on segment) to enhance the directors’ • ArcelorMittal’s auditing, a regular basis and additional skills knowledge in these areas and give accounting and financial reporting and experience are actively searched them the opportunity to ask processes generally. for in line with the expected questions directly to line managers. development of ArcelorMittal’s Site visits in France and Luxembourg The audit committee’s primary business as and when appropriate. were also conducted by members duties and responsibilities are to: of the board of directors. Continuing education program • be an independent and objective To further bolster the skills of its Board of directors’ committees party to monitor ArcelorMittal’s members, the board of directors The board of directors has three financial reporting process and launched a continuous education committees: internal controls system; program in 2009. The topics to • the audit committee; • review and appraise the be addressed through the program audit efforts of ArcelorMittal’s include areas of importance for the • the appointments, remuneration independent auditors and internal future growth and development and corporate governance auditing department; of the company (e.g. strategy, committee; and marketing, human resources, • provide an open avenue of • the risk management committee. industrial development, corporate communication among the governance, corporate responsibility, independent auditors, senior Audit committee legal and regulatory). Additional management, the internal audit The audit committee must be topics may be added at the request department and the board of composed solely of independent of the members of the board of directors; members of the board of directors. directors. The education program The members are appointed by the • review major legal and compliance usually consists of an introduction board of directors each year after matters and their follow up; by recognized experts in the the annual general meeting of relevant fields, who may be • approve the appointment and shareholders. All of the audit practitioners or academics, followed fees of the independent auditors; committee members must be by a facilitated discussion between and independent as defined in the the presenter and the board of Rule 10A-3 of the US Securities • monitor the independence of the directors. The members of the Exchange Act of 1934, as independent auditors. board of directors also have the amended. The audit committee opportunity to participate in makes decisions by a simple Since May 10, 2011, the audit specific programs designed for majority with no member having committee consists of four directors of publicly listed a casting vote. The primary functionmembers: Mr Narayanan Vaghul companies at reputable academic of the audit committee is to assist (chairman), Mr Wilbur L Ross, institutions and business schools. the board of directors in fulfilling Mr Antoine Spillmann, and its oversight responsibilities by Mr Bruno Lafont, each of whom is reviewing: an independent director according to the NYSE standards and the • the financial reports and other 10 Principles of Corporate financial information provided by Governance of the Luxembourg ArcelorMittal to any governmental Stock Exchange. The chairman of body or the public; the audit committee is Mr Vaghul. Mr Bruno Lafont joined the board of directors on May 10, 2011 and was appointed by the board of directors to the audit committee on the same date. 74
  • 74.
    Overview According to itscharter, the audit • consider any candidate for The ARCG committee performs Our business committee is required to meet at appointment or reappointment an annual self-evaluation, which was least four times a year. During to the board of directors at the completed in February 2012 with 2011, the audit committee met six request of the board of directors respect to its 2011 performance. times. The average attendance rate and provide advice and of the directors at the audit recommendations to it regarding Risk management committee committee meetings held in 2011 the same; In June 2009, the board of was 90.0%. directors created a risk • evaluate the functioning of the management committee to assist it Sustainability board of directors and monitor The audit committee performs an with risk management, in line with the board of directors’ self- annual self-evaluation, which was recent developments in corporate assessment process; and completed in February 2012 with governance best practices and in respect to its 2011 performance. • develop, monitor and review parallel with the creation of a group corporate governance risk management committee Appointments, remuneration and principles and corporate (‘GRMC’) at the executive level. corporate governance committee responsibility policies applicable The appointments, remuneration to ArcelorMittal, as well as The members are appointed by Performance and corporate governance their application in practice. the board of directors each year committee (the ‘ARCG committee’) after the annual general meeting of is comprised since May 10, 2011 The ARCG committee’s principal shareholders. The risk management of four directors, each of whom criteria in determining the committee must be comprised of is independent under the NYSE compensation of executives at least two members. At least standards and the 10 Principles is to encourage and reward half of the members of the risk of Corporate Governance of the performance that will lead to management committee must Luxembourg Stock Exchange. long-term enhancement of be independent under the NYSE Governance shareholder value. The ARCG standards and the 10 Principles The members are appointed by committee may seek the advice of Corporate Governance of the the board of directors each year of outside experts. Luxembourg Stock Exchange. after the annual general meeting The risk management committee of shareholders. The ARCG The four members of the ARCG consists of three members: committee makes decisions by a committee are Mr Lewis B Kaden, Mr Jeannot Krecké, Mr Antoine simple majority with no member HRH Prince Guillaume de Spillmann and Ms Suzanne P having a casting vote. Luxembourg, Mr Narayanan Vaghul, Nimocks. Ms Nimocks joined Financial statements and Ms Suzanne P Nimocks, each of the risk management committee The board of directors has whom is independent in accordance on May 10, 2011. Mr Sudhir established the ARCG committee to: with the NYSE standards and the Maheshwari, a member of the 10 Principles of Corporate Group Management Board who • determine, on its behalf and Governance of the Luxembourg chairs the GRMC, is an invitee on behalf of the shareholders Stock Exchange. The chairman of to the meetings of the risk within agreed terms of reference, the ARCG committee is Mr Kaden, management committee. ArcelorMittal’s compensation Ms Nimocks joined the ARCG framework, including short and committee on May 10, 2011. The risk management committee long-term incentives for the held a total of five meetings in chief executive officer, the chief The ARCG committee is required 2011. According to its charter, it is financial officer, the members of to meet at least twice a year. required to meet at least four times the Group Management Board During 2011, this committee met per year on a quarterly basis or and the members of the six times. The average attendance more frequently if circumstances management committee; rate at the ARCG committee so require. The average attendance • review and approve succession meetings held in 2011 was 100%. rate at the risk management and contingency plans for key committee meetings held in 2011 managerial positions at the level was 100%. of the Group Management Board and the management committee; ArcelorMittal Annual Report 2011 75
  • 75.
    Corporate governance continued The members of the risk • the review of proposals for Group Management Board management committee may assessing, defining and reviewing The Group Management Board decide to appoint a chairman the risk appetite/tolerance level is entrusted with the day-to-day by majority vote. Mr Spillmann of the group and ensuring that management of ArcelorMittal and currently acts as chairman. appropriate risk limits/tolerance the implementation of the levels are in place, with the aim of company’s strategy. Mr Lakshmi N Decisions and recommendations helping to define the group’s risk Mittal, the chief executive officer, of the risk management committee management strategy; is the chairman of the Group are adopted by a simple majority. Management Board. On June 1, • the review of the group’s internal The chairman or, in the absence of 2011, Mr Louis Schorsch joined and external audit plans to ensure the chairman, any other member the Group Management Board. that they include a review of the of the risk management committee, Mr Schorsch is in charge of Flat major risks facing the will report to the board of directors Carbon Americas, group strategy, ArcelorMittal group; and at each of the latter’s quarterly CTO, global automotive and meetings or more frequently if • making recommendations within research and development. circumstances so require. The risk the scope of its charter to management committee conducts ArcelorMittal’s senior The members of the Group an annual self-evaluation of its own management and to the board of Management Board are appointed performance and the review of its directors about senior and dismissed by the board of 2011 performance was completed management’s proposals directors. As the Group in February 2012. concerning risk management. Management Board is not a corporate body created by The purpose of the risk Transition committee Luxembourg law or ArcelorMittal’s management committee is to Following the spin-off of articles of association, it may support the board of directors in ArcelorMittal’s stainless and exercise only the authority granted fulfilling its corporate governance specialty steels business into to it by the board of directors. and oversight responsibilities by Aperam on January 25, 2011, an assisting with the monitoring and ad hoc transition committee was In implementing ArcelorMittal’s review of the risk management formed in order to monitor the strategic direction and corporate framework and process of implementation of the transitional policies, the chief executive officer ArcelorMittal. Its main agreements entered into with is supported by members of responsibilities and duties are Aperam. The transition committee ArcelorMittal’s senior management, to assist the board of directors reviewed the terms and conditions who have substantial experience in by making recommendations of the transitional services provided the steel and mining industries regarding the following matters: to Aperam in the course of 2011 at worldwide: the members of the the sole meeting of the transition Group Management Board and • the oversight, development committee, which took place in the members of the management and implementation of a risk November 2011. The transition committee. identification and management committee members are Mr Vaghul, process and the review and Mr Ross and Mr Kaden, with Management committee reporting on the same in a Mr Kaden acting as chairman. The The Group Management Board consistent manner throughout transition committee met once in is assisted by a management the ArcelorMittal group; 2011. The transition committee will committee comprised of 24 • the review of the effectiveness of remain in place for a maximum of members. The management the group-wide risk management three years. The decision has been committee discusses and prepares framework, policies and process at taken that the transition committee group decisions on matters of corporate, segment and business will be reconducted in 2012 and group-wide importance, integrates unit levels, and the proposing of will meet at the time of the review the geographical dimension of the improvements, with the aim of the third quarter 2012 results. group, ensures in-depth discussions of ensuring that the group’s with ArcelorMittal’s operational and management is supported by resources leaders, and shares an effective risk management information about the situation system; of the group and its markets. • the promotion of constructive and open exchanges on risk identification and management among senior management (through the GRMC), the board of directors, the internal assurance department, the legal department and other relevant departments within the ArcelorMittal group; 76
  • 76.
    Overview Succession planning Other corporate Ethics and conflicts of interest Our business Succession management at governance practices Ethics and conflicts of interest are ArcelorMittal is a systematic and ArcelorMittal is committed to applygoverned by ArcelorMittal’s code of deliberate process for identifying best practice standards in terms ofbusiness conduct, which establishes and preparing employees with the standards for ethical behavior corporate governance in its dealings potential to fill key organizational with shareholders and aims to that are to be followed by all positions should the current ensure good corporate governance employees and directors of incumbent’s term expire. This by applying rules on transparency, ArcelorMittal in the exercise of their process applies to all ArcelorMittal duties. They must always act in the quality of reporting and the balance Sustainability executives up to and including best interests of ArcelorMittal and of powers. ArcelorMittal continually the Group Management Board. monitors US, European Union and must avoid any situation in which Succession management aims to Luxembourg legal requirements their personal interests conflict, or ensure the continued effective and best practices in order to could conflict, with their obligations performance of the organization make adjustments to its corporate to ArcelorMittal. Employees are by providing for the availability of governance controls and prohibited from acquiring any experienced and capable employees procedures when necessary. financial or other interest in any who are prepared to assume these business or participate in any Performance roles as they become available. ArcelorMittal complies with the 10 activity that could deprive Principles of Corporate Governance ArcelorMittal of the time or the For each position, candidates are of the Luxembourg Stock Exchange attention needed to devote to the identified based on performance in all respects except for the performance of their duties. Any and potential and their ‘years to recommendation to separate the behavior that deviates from the readiness’ and development needs posts of chairman of the board of code of business conduct is to are discussed and confirmed. directors and chief executive be reported to the employee’s Regular reviews of succession officer. The nomination of the supervisor, a member of the Governance plans are conducted to ensure that same person to both positions management, the head of the they are accurate and up to date. was approved in 2007 by the legal department or the head of Succession management is a shareholders (with the significant the internal assurance department. necessary process to reduce risk, shareholder abstaining) of Mittal create a pipeline of future leaders, Steel Company N.V., which was at Code of business conduct training ensure smooth business continuity that time the parent company of is offered throughout ArcelorMittal and improve employee motivation. the combined ArcelorMittal group. on a regular basis in the form of Although ArcelorMittal’s Since that date, the rationale for face-to-face trainings, webinars Financial statements predecessor companies each combining the positions of chief and online trainings. All new had certain succession planning executive officer and chairman of employees of ArcelorMittal must processes in place, the process has the board of directors has become acknowledge the code of business been reinforced, widened and made even more compelling. The board conduct in writing upon joining and more systematic since 2006. The of directors is of the opinion that are periodically trained about the responsibility to review and approve Mr Mittal’s strategic vision for the code of business conduct in each succession plans and contingency steel industry in general and for location where ArcelorMittal has plans at the highest level rests ArcelorMittal in particular in his operations. The code of business with the board’s appointments, role as CEO is a key asset to the conduct is available in the remuneration and corporate company, while the fact that he is ‘corporate governance – code governance committee. fully aligned with the interests of of business conduct’ section the company’s shareholders means of ArcelorMittal’s website at that he is uniquely positioned to www.arcelormittal.com lead the board of directors in his role as chairman. The combination In addition to the code of business of these roles was revisited at conduct, ArcelorMittal has the annual general meeting of developed a human rights policy shareholders of the company held and a number of other compliance in May 2011, when Mr Lakshmi N policies in more specific areas, such Mittal was re-elected to the board of directors for another three year term by a strong majority. ArcelorMittal Annual Report 2011 77
  • 77.
    Corporate governance continued as anti-trust, anti-corruption, Internal assurance list of insiders as required by the economic sanctions and insider ArcelorMittal has an internal Luxembourg market manipulation dealing. In all these areas, assurance function that, through (abus de marché) law of May 9, specifically targeted groups of its head of internal assurance, 2006. The IDR compliance officer employees are required to undergo reports to the audit committee. may assist senior executives and specialized compliance training. The function is staffed by full-time directors with the filing of notices Furthermore, ArcelorMittal’s professional staff located within required by Luxembourg law to be compliance program also includes a each of the principal operating filed with the Luxembourg financial quarterly compliance certification subsidiaries and at the corporate regulator, the CSSF (Commission de process covering all business level. Recommendations and Surveillance du Secteur Financier). segments and entailing reporting matters relating to internal control Furthermore, the IDR compliance to the audit committee. and processes are made by the officer has the power to conduct internal assurance function and investigations in connection with Process for handling complaints their implementation is regularly the application and enforcement of on accounting matters reviewed by the audit committee. the IDR, in which any employee or As part of the procedures of the member of senior management or board of directors for handling Independent auditors of the board of directors is required complaints or concerns about The appointment and determination to cooperate. accounting, internal controls and of fees of the independent auditors auditing issues, ArcelorMittal’s is the direct responsibility of the Selected new employees of anti-fraud policy and code of audit committee. The audit ArcelorMittal are required to business conduct encourage all committee is further responsible participate in a training course employees to bring such issues to for obtaining, at least once each about the IDR upon joining the audit committee’s attention on year, a written statement from ArcelorMittal and every three a confidential basis. In accordance the independent auditors that years thereafter. The individuals with ArcelorMittal’s anti-fraud and their independence has not been who must participate in the IDR whistleblower policy, concerns impaired. The audit committee training include the members of with regard to possible fraud or has also obtained a confirmation senior management, employees irregularities in accounting, auditing from ArcelorMittal’s principal who work in finance, legal, sales, or banking matters or bribery independent auditors to the effect mergers and acquisitions and other within ArcelorMittal or any of its that none of its former employees areas that the company may subsidiaries or other controlled are in a position within ArcelorMittal determine from time to time. In entities may also be communicated that may impair the principal addition, ArcelorMittal’s code of through the ‘corporate responsibility auditors’ independence. business conduct contains a section - ethics and governance – on ‘trading in the securities of the whistleblower’ section of the Measures to prevent insider company’ that emphasizes the ArcelorMittal website at dealing and market manipulation prohibition to trade on the basis www.arcelormittal.com where The board of directors of of inside information. An online ArcelorMittal’s anti-fraud policy ArcelorMittal has adopted insider interactive training tool based on and code of business conduct are dealing regulations (‘IDR’), which the IDR was developed in 2010 also available on the ArcelorMittal are updated when necessary and and deployed across the group in intranet in each of the main working in relation to which training is different languages in 2011 languages used within the group. In conducted throughout the group. through ArcelorMittal’s intranet, recent years ArcelorMittal has The IDR’s most recent version is with the aim of enhancing the implemented local whistleblowing available on ArcelorMittal’s website, staff’s awareness of the risks facilities, as needed. www.arcelormittal.com of sanctions applicable to insider dealing. During 2011, a total of 100 The IDR apply to the worldwide complaints relating to accounting operations of ArcelorMittal. The fraud were referred to the company secretary of ArcelorMittal company’s internal assurance team is the IDR compliance officer and (described below). Following review answers questions that members of by the audit committee, none of senior management, the board of these complaints was found to directors, or employees may have be significant. about the IDR’s interpretation. The IDR compliance officer maintains a 78
  • 78.
    Overview There are inherent limitations to • provide reasonable assurance Our business Controls and procedures the effectiveness of any system of that unauthorized acquisition, use Disclosure controls and procedures disclosure controls and procedures, or disposition of ArcelorMittal’s “Of all the stakeholders We maintain disclosure controls including the possibility of human assets that could have a material we work in partnership and procedures that are designed error and the circumvention or effect on the financial statements with, some of the most to ensure that information required overriding of the controls and would be prevented or detected to be disclosed in our reports in procedures. Accordingly, even on a timely basis. crucial for supporting accordance with applicable laws effective disclosure controls and our commitment to is properly recorded, processed, procedures can only provide Because of its inherent limitations, sustainability, are Sustainability summarized and reported in a reasonable assurance of achieving internal control over financial our suppliers. For this timely manner and is accumulated their control objectives. reporting is not intended to and communicated to management, provide absolute assurance that partnership to be including the chief executive officer Management’s annual report a misstatement of our financial successful, we need and chief financial officer, as on internal control over financial statements would be prevented to build trust, and appropriate, to allow timely reporting or detected. In addition, projections that can only come decisions regarding required Management is responsible of any evaluation of effectiveness disclosures. ArcelorMittal’s controlsfor establishing and maintaining to future periods are subject to with transparency Performance and procedures are designed to adequate internal control over the risk that controls may become and good provide reasonable assurance of financial reporting. Internal control inadequate because of changes in communications.” achieving their objectives. over financial reporting is a process conditions, or that the degree of designed to provide reasonable compliance with the policies or Davinder Chugh We carried out an evaluation assurance regarding the reliability procedures may deteriorate. Member of the Group under the supervision, and with the of financial reporting and the Management Board, participation of our management, preparation of financial statements Management assessed the responsible for shared services including our chief executive officer for external purposes in accordance effectiveness of internal control Governance and chief financial officer, of the with generally accepted accounting over financial reporting as of effectiveness of the design and principles. December 31, 2011 based upon operation of our disclosure controls the framework in ‘Internal Control and procedures as of December 31, Our internal control over financial – Integrated Framework’ issued 2011. Based on this evaluation, our reporting includes those policies by the Committee of Sponsoring chief executive officer and chief and procedures that: Organizations of the Treadway financial officer concluded that our • pertain to the maintenance of Commission (‘COSO’). Based on disclosure controls and procedures records that, in reasonable detail, this assessment, management Financial statements were effective as of December 31, accurately and fairly reflect the concluded that ArcelorMittal’s 2011 and provided reasonable transactions and dispositions of internal control over financial assurance that information required the assets of ArcelorMittal; reporting was effective as of to be disclosed by us in the reports December 31, 2011. required to be published by • provide reasonable assurance ArcelorMittal is (1) recorded, that transactions are recorded, as processed, summarized and necessary, to permit preparation reported in a timely manner in of financial statements in accordance with applicable laws, and accordance with IFRS; (2) accumulated and communicated • provide reasonable assurance to our management, including our that receipts and expenditures chief executive officer and our chief of ArcelorMittal are made in financial officer, as appropriate, to accordance with authorizations allow timely decisions regarding of ArcelorMittal’s management required disclosures. and directors; and ArcelorMittal Annual Report 2011 79
  • 79.
    Corporate governance continued Compensation Board of directors compensation The appointments, remuneration and corporate governance committee of ArcelorMittal’s board of directors prepares proposals on the remuneration to be paid annually to the members of the board of directors. The total annual compensation of the members of ArcelorMittal’s board of directors paid in 2010 and 2011 was as follows: 2010 2011 2010 2011 Short-term Short-term Long-term Long-term (Amounts in $ thousands except option performance performance number number information) 20101 20111 related related of options of RSUs Lakshmi N Mittal $1,651 $1,7397 $692 $2,074 56,500 12,500 Vanisha Mittal Bhatia 172 174 – – – – Narayanan Vaghul 219 220 – – – – Suzanne P Nimocks2 – 179 – – – – Wilbur L Ross, Jr 191 194 – – – – Lewis B Kaden 264 264 – – – – François Pinault3 159 11 – – – – José Ramón Álvarez Rendueles Medina4 71 – – – – – Bruno Lafont5 – 126 – – – – John Castegnaro6 63 – – – – – Antoine Spillmann 212 213 – – – – HRH Prince Guillaume de Luxembourg 180 186 – – – – Jeannot Krecké 184 187 – – – – Total 3,366 3,493 692 2,074 56,500 12,500 1 Compensation with respect to 2010 (paid after shareholder 3 Mr Pinault resigned effective as of January 25, 2011. approval at the annual general meeting held on May 10, 2011) 4 The term of Mr Álvarez Rendueles Medina ended on May 11, 2010. and attendance fees for 2010 amounting to approximately 5 Mr Lafont was elected to ArcelorMittal’s board of directors effective $0.3 million (paid in February 2011) are included in the 2010 May 10, 2011. column. Compensation with respect to 2011 will be paid in 6 The term of Mr Castegnaro ended on May 11, 2010. 2012 and is included in the 2011 column. 7 These sums include attendance fees of $13,000 paid in relation to 2 Ms Nimocks was elected to ArcelorMittal’s board of directors 2010. Payment of attendance fees has been suppressed in relation effective January 25, 2011. to 2011. The base salary of the CEO has been increased by 3% effective from April 2011. 80
  • 80.
    Overview As of December31, 2010 and 2011, ArcelorMittal did not have any outstanding loans or advances to members of its board of directors and, Our business as of December 31, 2011, ArcelorMittal had not given any guarantees for the benefit of any member of its board of directors. None of the members of the board of directors, including the executive director, benefit from an ArcelorMittal pension plan. The following table provides a summary of the Restricted Share Units (RSU) and the options outstanding and the exercise price of the options granted to ArcelorMittal’s board of directors as of December 31, 2011 (in 2003 and 2004, no options were granted to members of ArcelorMittal’s board of directors; in 2011, RSUs were granted but no options): Sustainability Weighted Options granted in RSUs average granted Options exercise price 2002 2005 2006 2007 2008 2009 2010 2011 total1 of options1 Lakshmi N Mittal 80,000 100,000 100,000 60,000 60,000 60,000 56,500 12,5001 516,500 $35.62 Vanisha Mittal Bhatia – – – – – – – – – – Narayanan Vaghul – – – – – – – – – – Suzanne P Nimocks2 – – – – – – – – – – Wilbur L Ross – – – – – – – – – – Performance Lewis B Kaden – – – – – – – – – – François Pinault3 – – – – – – – – – – Bruno Lafont4 Antoine Spillmann – – – – – – – – – – HRH Prince Guillaume de Luxembourg – – – – – – – – – – Jeannot Krecké – – – – – – – – – – Total 80,000 100,000 100,000 60,000 60,000 60,000 56,500 12,5001 516,500 – Governance Exercise price5 $2.15 $27.31 $32.07 $61.09 $78.44 $36.38 $30.66 – – $35.62 Term (in years) 10 10 10 10 10 10 10 – – – Apr. 5, Aug. 23, Sep. 1, Aug. 2, Aug. 5, Aug. 4, Aug. 3, Expiration date 2012 2015 2016 2017 2018 2019 2020 – – – 1 The RSUs granted are not included in the total or in the weighted average exercise price of 4 Mr Lafont was elected to ArcelorMittal’s board of directors effective May 10, 2011. options. The corresponding treasury shares will be transferred to the participant on 5 Due to the spin-off of Aperam on January 25, 2011, the strike price of outstanding options September 29, 2014. was reduced by 5% in line with the spin-off ratio. The table above reflects this adjustment. 2 Ms Nimocks was elected to ArcelorMittal’s board of directors effective January 25, 2011. Financial statements 3 Mr Pinault resigned effective as of January 25, 2011. Senior management During 2011, approximately $1.5 Compensation philosophy Compensation framework million was accrued by ArcelorMittal ArcelorMittal’s compensation The appointments, remuneration compensation to provide pension benefits to philosophy for its senior managers and corporate governance The total compensation paid senior management. No loans or is based on the following principles: committee of ArcelorMittal’s board in 2011 to members of advances to ArcelorMittal’s senior of directors draws up proposals • provide total compensation ArcelorMittal’s senior management management were made during annually on senior management competitive with executive (including Mr Lakshmi N Mittal in 2011, and no such loans or compensation for the board of compensation levels of a peer his capacity as CEO) was $16.2 advances were outstanding as directors’ consideration. Such group composed of a selection million in base salary (including of December 31, 2011. proposals relating to compensation of industrial companies of a certain allowances paid in cash, such comprise the following elements: similar size and scope; as allowances relating to car, petrol, Compensation policy • fixed annual salary; lunch and financial services) and • encourage and reward $17.2 million in short-term Scope performance that will lead • short-term incentives: performance-related variable pay ArcelorMittal’s compensation to long-term enhancement performance bonus; and consisting of a bonus linked to philosophy and framework apply of shareholder value; to the following group of senior • long-term incentives: stock 2010 results. The bonus linked to • promote internal pay equity options (until May 2011), 2010 results was paid fully in cash, managers: and provide ‘market’ median restricted share units and unlike the bonus linked to the 2009 • the chief executive officer; (determined by reference to its performance share units results which was paid partly in identified peer group) base pay (after May 2011). 2009 and partly in 2010, and • the seven members of the Group Management Board; and levels for ArcelorMittal’s senior partly in cash and partly in managers with the possibility Fixed annual salary share-based compensation. • the ten executive vice presidents. to move up to the third quartile Base salary levels are reviewed ArcelorMittal Annual Report 2011 The base salaries were increased of the market base pay levels annually to ensure that ArcelorMittal by an average percentage of 2.7% The compensation philosophy and depending on performance over remains competitive with market (promotions not included) effective governing principles also apply, with time; and median base pay levels. April 2011. certain limitations, to a wider group of employees that includes vice • promote internal pay equity and presidents, general managers and target total direct compensation managers. (base pay, bonus, and long-term incentives) levels for senior managers at the third quartile percentile of the market. 81
  • 81.
    Corporate governance continued Short-term incentives: • health and safety performance For executive vice presidents performance bonus at group level: 20%. in charge of shared services or ArcelorMittal has a short-term corporate departments, the 2011 incentive plan in place which Ebitda operating as a ‘circuit performance bonus formula is consists of a performance bonus breaker’ for financial measures based on: plan. The performance of the means that the 80% threshold • Ebitda at group level: 30% ArcelorMittal group as a whole, described above must be met for (acts as circuit breaker for the performance of the relevant Ebitda in order to trigger any bonus financial performance measures, business units, the achievement payment with respect to the Ebitda as explained above); of objectives specific to the and OFCF performance measures. department, and the individual • OFCF at group level: 20%; employee’s overall performance For the chief executive officer, • health and safety performance and potential determine the the performance bonus at 100% at group level: 10% on the outcome of the bonus calculation achievement of the business plan average group lost time injury for each employee. is equal to 100% of base salary. frequency rate; For the members of the Group The calculation of ArcelorMittal’s Management Board and the • budget of the department: 2011 performance bonus is aligned executive vice presidents, the 20%; and with ArcelorMittal’s strategic target is set at 80% and 60% • quantified specific measures: 20%. objectives of improving health and of base salary, respectively, with safety performance and our overall a few exceptions for individuals The different performance competitiveness: whose employment agreements measures are combined through provide for a higher percentage • no performance bonus will be a cumulative system: each measure for historical reasons. triggered if the achievement level is calculated separately and is added of the performance measures is up for the performance bonus For executive vice presidents less than the threshold of 80%; calculation. outside of the corporate • achievement of 100% of the departments and shared services, The individual performance and performance measure yields the 2011 bonus formula contains potential assessment ratings define 100% of the performance bonus the same measures as described the individual bonus multiplier that pay-out; and above, with more weight attributed will be applied to the performance to these measures at the level of • achievement of more than bonus calculated based on actual their respective business areas: 100% and up to a ceiling of 120% performance against the of the performance measures • Ebitda at group level: 20%; performance measures. Those generates a higher performance individuals who consistently • Ebitda at business unit level: bonus pay-out, except as perform at expected levels will 30% (this acts as circuit breaker explained below. have an individual multiplier of 1. with respect to the financial For outstanding performers, an performance measures, as The performance bonus for individual multiplier of up to 1.3 explained above); each individual is expressed as a may cause the performance bonus percentage of his or her annual base • OFCF at business unit level pay-out to be higher than 150% of salary. Performance bonus pay-outs (which is a function of Ebitda, the target bonus, up to 195% of may range from 50% of the target capex and operating working target bonus being the absolute bonus, for achievement of capital (‘OWC’); the OWC maximum. Similarly, a reduction performance measures at the average over the full year is factor will be applied for those at threshold (80%), to up to 150% taken into account): 30%; and the lower end. No bonus pay-out is for an achievement at or in excess a possible outcome for substandard • health and safety performance at of the ceiling of 120%. Between performance. business unit level: 20%. the 80% threshold and the 120% ceiling, the performance bonus The principles of the performance For the ArcelorMittal Distribution is calculated on a proportional, bonus plan, with different weight Services (‘AMDS’) and Mining straight-line basis. for performance measures and segments, the above mentioned different levels of target bonus, measures have been adapted to For the chief executive officer and are applicable to about 2,000 the specific characteristics of these the other members of the Group employees worldwide. businesses. For AMDS, the Ebitda Management Board, the 2011 at business level parameter (30% bonus formula is based on: weighting) is replaced by return • Ebitda at group level: 60% on capital employed (‘ROCE’). (this acts as ‘circuit breaker’ with Mining, OFCF and Ebitda at respect to group-level financial business level are reduced to a performance measures, as weighting of 15% each and an explained below); additional parameter is given a weighting of 30%: the Mining • operating free cash flow (‘OFCF’) total shipment volumes for iron at group level: 20%; and ore and coal. 82
  • 82.
    Overview Other benefits For the period from the May employment with the company Our business In addition to the compensation 2011 annual general shareholders’ and the fulfillment of targets elements described above, meeting to the annual general related to the following other benefits may be provided meeting of shareholders to be performance measures: return to members of the Group held in May 2012, a maximum of on capital employed (ROCE) and Management Board, the 2,500,000 RSUs may be allocated total cost of employment (in $ management committee and to eligible employees under the RSU a tonne) for the steel business in certain cases other employees. plan. The RSU plan targets the 500 (TCOE) and the Mining volume These other benefits can include to 800 most senior managers plan 2011 for the Mining segment. Sustainability insurance, housing (in cases across the ArcelorMittal group, Each performance measure has a of international mobility), car including the chief executive officer, weighting of 50%. In case the allowances, and tax assistance the other Group Management level of achievement of both for employees on international Board members and the executive performance targets together assignments. vice presidents. In September is below 80%, there is no 2011, a total of 1,303,515 shares vesting, and the rights are Long-term incentives: under the RSU plan were granted automatically forfeited. equity based incentives to a total of 772 employees. Performance The allocation of RSUs and PSUs Share unit plan: RSUs and PSUs The PSU plan to members of the Group The annual shareholders’ meeting The PSU plan’s main objective is Management Board and the on May 10, 2011 approved a new to be an effective performance- management committee under equity-based incentive plan to enhancing scheme based on the the RSU plan and the PSU plan is replace the global stock option plan. employee’s contribution to the reviewed by the appointments, The new plan comprises a restricted eligible achievement of the remuneration and corporate share unit plan (‘RSU plan’) and a company’s strategy. Awards governance committee, comprised Governance performance share unit plan (‘PSU under the PSU plan are subject of four independent directors, plan’) designed to incentivize the to the fulfillment of cumulative which makes a recommendation targeted employees, to improve performance criteria over a to the full board of directors. The the long-term performance of three-year period from the date appointments, remuneration and the company and to retain key of the PSU grant. The employees corporate governance committee employees. Both the RSU plan eligible to participate in the PSU also reviews the proposed grants and the PSU plan are intended to plan are a sub-set of the group of RSUs and PSUs to eligible promote the alignment of interests of employees eligible to participate employees other than the members Financial statements between the company’s in the RSU plan. The target group of the Group Management Board shareholders and eligible employees for PSU grants is primarily the and the management committee by allowing them to participate in chief executive officer, the and the principles governing their the success of the company. other members of the Group proposed allocation. The committee Management Board, the also decides the criteria for The maximum number of restricted executive vice presidents granting PSUs and makes its share units (each, an ‘RSU’) and and the vice presidents. recommendation to the board of performance share units (each, a directors. These criteria are based ‘PSU’) available for grant during any For the period from the May 2011 on the principle of rewarding given year is subject to the prior annual general shareholders’ performance upon the achievement approval of the company’s meeting to the annual general of clear and measurable metrics for shareholders at the annual meeting of shareholders to be held shareholder value creation. general meeting. in May 2012, a maximum of 1,000,000 PSUs may be allocated The RSU plan to eligible employees under the The aim of the RSU plan is to PSU plan. provide a retention incentive to eligible employees. It is subject The allocation of PSUs is expected to ‘cliff vesting’ after three years, to take place in March 2012. with 100% of the grant vesting on the third anniversary of the grant PSUs will vest three years after contingent upon the continued their date of grant subject to the active employment of the eligible eligible employee’s continued employee within the ArcelorMittal ArcelorMittal Annual Report 2011 group. The RSUs are an integral part of the company’s remuneration framework in which it serves the specific objective of medium-term and long-term retention. 83
  • 83.
    Corporate governance continued The global stock option plan first three anniversaries of the The fair values for options and Prior to the adoption of the grant date, or, in total, upon theother share-based compensation share unit plan described above, death, disability or retirement are recorded as expenses in the ArcelorMittal’s equity based of the participant. consolidated statements of incentive plan took the form of operations over the relevant a stock option plan called the With respect to the spin-off vesting or service periods, adjusted global stock option plan. of Aperam, an addendum to the to reflect actual and expected levels ArcelorMittal global stock option of vesting. The fair value of each Under the terms of the plan 2009-2018 was adopted to option grant to purchase ArcelorMittal global stock option reduce by 5% the exercise prices of ArcelorMittal common shares is plan 2009-2018 (which replaced existing stock options. This change estimated on the date of grant the ArcelorMittal shares plan that is reflected in the information using the Black-Scholes-Merton expired in 2009), ArcelorMittal may given below. option pricing model with the grant options to purchase common weighted average assumptions stock to senior management of On August 3, 2010, ArcelorMittal (based on year of grant and ArcelorMittal and its associates granted 5,864,300 options under recalculated at the spin-off date for up to 100,000,000 shares of the ArcelorMittal global stock of the stainless steel business) common stock. The exercise price option plan 2009-2018 to a group shown below. of each option equals not less of key employees at an exercise than the fair market value of price of $32.27 per share. The ArcelorMittal stock on the grant options expire on August 3, 2020. date, with a maximum term of No options were granted in 2011 10 years. Options are granted at (RSUs were granted; see ‘restricted the discretion of ArcelorMittal’s share units (RSUs) and performance appointments, remuneration and share units (PSUs)’ above). corporate governance committee, or its delegate. The options vest either ratably upon each of the Initial exercise prices New exercise prices Year of grant (per option) (per option) August 2008 $82.57 $78.44 December 2007 74.54 70.81 August 2007 64.30 61.09 June 2006 38.99 37.03 August 2009 38.30 36.38 September 2006 33.76 32.07 August 2010 32.27 30.66 August 2005 28.75 27.31 December 2008 23.75 22.56 November 2008 22.25 21.14 April 2002 2.26 2.15 2010 Exercise price $30.66 Dividend yield 2.02% Expected annualized volatility 50% Discount rate-bond equivalent yield 3.21% Weighted average share price $30.66 Expected life in years 5.75 Fair value per option $17.24 84
  • 84.
    Overview The expected lifeof the options of the spin-off of Aperam, the Option activity with respect Our business is estimated by observing general fair values of the stock options to ArcelorMittalShares and option holder behavior and actual outstanding have been recalculated ArcelorMittal global stock option historical lives of ArcelorMittal with the modified inputs of the plan 2009-2018 is summarized stock option plans. In addition, the Black-Scholes-Merton option below as of and for each of the expected annualized volatility has pricing model, including the years ended December 31, 2009, been set by reference to the implied weighted average share price, 2010 and 2011. volatility of options available on exercise price, expected volatility, ArcelorMittal shares in the open expected life, expected dividends, For RSUs, the fair value determined Sustainability market, as well as historical the risk-free interest rate and an at the grant date is expensed on patterns of volatility. additional expense of $11 million a straight line method over the has been recognized in the year vesting period and adjusted for the The compensation expense ended December 31, 2011 for effect of non-market-based recognized for stock option plans the current and past periods. vesting conditions. In 2011, the was $176 million, $133 million and compensation expense recognized $73 million for each of the years for the RSUs granted was $2 million. ended December 31, 2009, 2010, Performance and 2011, respectively. At the date Governance Financial statements Weighted Range of average Number of exercise prices exercise price options (per option) (per option) Outstanding, December 31, 2009 24,047,380 $2.26–82.57 $55.22 Granted 5,864,300 32.27 32.27 Exercised (371,200) 2.26–33.76 21.27 Forfeited (223,075) 28.75–82.57 53.42 Expired (644,431) 2.26–82.57 49.55 Outstanding, December 31, 2010 28,672,974 2.26–82.57 50.95 Exercised (226,005) 2.15–32.07 27.57 Forfeited (114,510) 27.31–78.44 40.26 Expired (662,237) 15.75–78.44 57.07 Outstanding, December 31, 2011 27,670,222 2.15–78.44 48.35 Exercisable, December 31, 2011 21,946,104 2.15–78.44 52.47 Exercisable, December 31, 2010 16,943,555 2.26–82.57 56.59 Exercisable, December 31, 2009 11,777,703 2.26–82.57 52.46 The following table summarizes certain information regarding total stock options of the company outstanding as of December 31, 2011: Options outstanding Weighted Options average exercisable Exercise prices Number of contractual life (number of (per option) options (in years) options) Maturity ArcelorMittal Annual Report 2011 78.44 6,468,150 6.60 6,468,150 August 5, 2018 70.81 13,000 5.95 13,000 December 11, 2017 61.09 4,753,137 5.59 4,753,137 August 2, 2017 37.03 1,268,609 1.50 1,268,609 June 30, 2013 36.38 5,889,296 7.60 3,988,364 August 4, 2019 32.07 2,040,380 4.67 2,040,380 September 1, 2016 30.66 5,772,634 8.60 1,949,448 August 3, 2020 27.31 1,244,936 3.65 1,244,936 August 23, 2015 22.56 32,000 6.96 32,000 December 15, 2018 21.14 20,585 6.87 20,585 November 10, 2018 2.15 167,495 0.26 167,495 April 5, 2012 $2.15–78.44 27,670,222 6.51 21,946,104 85
  • 85.
    Corporate governance continued Share ownership RSUs, the corresponding shares will Pursuant to the ESPP 2010, eligible be transferred to the beneficiaries employees could apply to purchase As of December 31, 2011, on September 29, 2014. a number of shares not exceeding the aggregate beneficial share that number of whole shares equal ownership of ArcelorMittal In 2003 and 2004, no options to the lower of 200 shares and the directors and senior management were granted to members of Mittal number of whole shares that may (26 individuals) totaled 2,438,436 Steel’s senior management. be purchased for $15,000, rounded ArcelorMittal shares (excluding down to the nearest whole number shares owned by ArcelorMittal’s In accordance with the Luxembourg of shares. significant shareholder and including Stock Exchange’s 10 Principles of options to acquire 1,840,202 Corporate Governance, non- The purchase price was equal to ArcelorMittal common shares that executive members of the average of the opening and the are exercisable within 60 days of ArcelorMittal’s board of directors closing prices of the ArcelorMittal December 31, 2011), representing do not receive share options, share trading on the NYSE on 0.16% of the total issued share RSUs or PSUs. the exchange day immediately capital of ArcelorMittal. Excluding preceding the opening of the options to acquire ArcelorMittal Employee share purchase plan subscription period, which is common shares, these 26 (ESPP) referred to as the ‘reference price’, individuals beneficially own The annual general shareholders’ less a discount equal to: 598,234 ArcelorMittal common meeting held on May 11, 2010 shares. Other than the significant • 15% of the reference price for adopted an employee share shareholder, each director and a purchase order not exceeding purchase plan (the ‘ESPP 2010’) member of senior management the lower of 100 shares and the as part of a global employee beneficially owns less than 1% number of shares (rounded down engagement and participation of ArcelorMittal’s shares. to the nearest whole number) policy. As with the previous corresponding to an investment employee share purchase plans In 2009, the percentage of total of $7,500 (the first cap); and implemented in 2008 and 2009, common shares (including treasury thereafter, the ESPP 2010’s goal was to stock) in the possession of the strengthen the link between the • 10% of the reference price significant shareholder decreased group and its employees and to for any additional acquisition of from 43.05% to 40.84% as a result align the interests of ArcelorMittal shares up to a number of shares of an offering of new shares of employees and shareholders. The (including those in the first cap) which the significant shareholder main features of the plan, which not exceeding the lower of 200 acquired 10%. The ownership of was implemented in November shares and the number of shares the significant shareholder increased 2010, are outlined below: (rounded down to the nearest in 2010, and was 40.87% as of whole number) corresponding December 31, 2010. The ESPP 2010 was offered to an investment of $15,000 to 183,560 employees in 21 (the second cap). In 2010, the number of jurisdictions. ArcelorMittal offered ArcelorMittal options granted to a maximum total number of All shares purchased under the ESPP directors and senior management 2,500,000 shares (0.16% of the 2008, 2009 and 2010 are held (including the significant current issued shares on a fully in custody for the benefit of the shareholder) was 643,900 at an diluted basis). A total of 164,171 employees in global accounts with exercise price of $30.66. The shares were subscribed, 1,500 of BNP Paribas Securities Services, options vest either ratably upon which were subscribed by members except for shares purchased by each of the first three anniversaries of the Group Management Board Canadian and US employees, which of the grant date (or in total upon and the management committee are held in custody in one global the death, disability or retirement of the company. The subscription account with Computershare, which of the grantee) and expire ten years price was $34.62 before discounts. recently acquired the shareowner after the grant date. In 2011, the The subscription period ran from services business of The Bank of number of ArcelorMittal RSUs November 16, 2010 until New York Mellon. granted to directors and senior November 25, 2010 and was management (including the settled with treasury shares on significant shareholder) was January 10, 2011. 132,500; upon vesting of the 86
  • 86.
    Overview Shares purchased underthe plan During this period, and subject to that will be exclusively controlled Our business are subject to a three-year lock-up the early exit events, dividends by Aperam, except in certain period as from the settlement date, paid on shares are held for the jurisdictions where termination except for the following early exit account of the employee and of employment is not an early events: permanent disability of accrue interest. Employee exit event; and the employee, termination of the shareholders are entitled to any • the Aperam shares to be employee’s employment or death dividends paid by ArcelorMittal received by ESPP participants of the employee. At the end of after the settlement date and they will be blocked in line with the this lock-up period, the employees are entitled to vote their shares. Sustainability lock-up period applicable to the will have a choice either to sell their ArcelorMittal shares in relation shares (subject to compliance with With respect to the spin-off to which the Aperam shares are ArcelorMittal’s insider dealing of ArcelorMittal’s stainless and allocated based on a ratio of regulations) or keep their shares specialty steels business, an one Aperam share for 20 and have them delivered to their addendum to the charter of the ArcelorMittal shares. personal securities account, or 2008, 2009 and 2010 ESPPs make no election, in which case was adopted providing, among shares will be automatically sold. other measures, that: Performance Shares may be sold or released • the spin-off shall be deemed within the lock-up period in the an early exit event for the case of early exit events. participants who will be employees of one of the entities Governance The following table summarizes outstanding share options and RSUs, as of December 31, 2011, granted to the members of senior management Financial statements of ArcelorMittal (or its predecessor company Mittal Steel, prior to 2007). Year of grant RSU year of Average weighted 2002 2005 2006 2007 2008 2009 2010 grant 2011 Total1,2 exercise price2 Senior managers (including significant shareholder) 105,000 247,180 333,372 471,000 529,000 588,000 568,450 132,500 2,984,717 Exercise price3 $2.15 $27.31 $32.07 $61.09 $78.44 $36.38 $30.66 – – $44.08 Term (in years) 10 10 10 10 10 10 10 – – – Apr. 5, Aug. 23, Sep. 1, Aug. 2, Aug. 5, Aug. 4, Aug. 3, Expiration date 2012 2015 2016 2017 2018 2019 2020 – – – 1 The 110,715 options granted by Arcelor in 2006 for an exercise price of €28.62 2 The RSUs granted are not included in the total or in the weighted average exercise price of options. (at a conversion rate of 1 euro = 1.2939 US dollars) and 32,000 options granted on 3 Due to the spin-off of Aperam on January 25, 2011, the exercise price of outstanding options December 15, 2008 at an exercise price of $22.56 have been included in the total was reduced by 5% in line with the spin-off ratio. The table above reflects this adjustment. number of options and the average weighted exercise price. ArcelorMittal Annual Report 2011 87
  • 87.
    Major shareholders and related party transactions Major shareholders The following table sets forth ArcelorMittal by BNP Paribas information as of December 31, Securities Services in Amsterdam, As of December 31, 2011, 2011 with respect to the beneficial or directly on ArcelorMittal’s the authorized share ownership of ArcelorMittal Luxembourg shareholder common shares by each person register without being held capital of ArcelorMittal who is known to be the beneficial on ArcelorMittal’s local Dutch consisted of 1,617,000,000 owner of more than 5% of the shareholder register. Under common shares, without shares and all directors and senior Luxembourg law, the ownership of nominal value. At management as a group. registered shares is evidenced by the inscription of the name of the December 31, 2011, The ArcelorMittal common shares shareholder, the number of shares 1,560,914,610 common may be held in registered form only. held by such shareholder and the shares, compared to Registered shares may consist of (a) amount paid up on each share in 1,560,914,610 common shares traded on the NYSE, or New the shareholder register of York Shares, which are registered in ArcelorMittal. shares at December 31, a register kept by or on behalf of 2010, were issued and ArcelorMittal by its New York At December 31, 2011, there 1,548,951,866 common transfer agent, (b) shares traded on were 2,653 shareholders other shares, compared to Euronext Amsterdam by NYSE than the significant shareholder, Euronext, Euronext Paris by NYSE Mr Mittal and Mrs Mittal holding 1,548,561,690 common Euronext, the regulated market of an aggregate of 52,994,104 shares at December 31, the Luxembourg Stock Exchange ArcelorMittal common shares 2010, were outstanding. and the Spanish Stock Exchanges registered in ArcelorMittal’s (Madrid, Bilbao, Valencia and shareholder register, representing Barcelona), which are registered approximately 3% of the in ArcelorMittal’s shareholders’ common shares issued register, or (c) ArcelorMittal (including treasury shares). European Register Shares, which are registered in a local shareholder register kept by or on behalf of ArcelorMittal common shares1 Number % Significant shareholder2 638,063,696 40.88 Treasury stock3 9,663,709 0.62 Other public shareholders 913,187,205 58.50 Total 1,560,914,610 100.00 Of which: directors and senior management4,5 2,438,436 0.16 1 For purposes of this table, a person or group of persons is deemed to Lumen Investments S.à r.l. Accordingly, Mr Mittal is the beneficial have beneficial ownership of any ArcelorMittal common shares as of owner of 638,018,696 ArcelorMittal common shares, Mrs Mittal a given date on which such person or group of persons has the right is the beneficial owner of 637,383,263 common shares and the to acquire such shares within 60 days after December 31, 2011 significant shareholder is the beneficial owner of 638,063,696 upon exercise of vested portions of stock options. The first third of common shares. Excluding options, Mr Lakshmi N Mittal and the stock options granted on August 3, 2010 vested on August 3, Mrs Usha Mittal together beneficially own 637,604,863 2011 and the first and second third of the stock options granted on ArcelorMittal common shares. August 4, 2009 vested on August 4, 2010 and August 4, 2011 3 Represents ArcelorMittal common shares repurchased pursuant to respectively; all stock options of the previous grants have vested. share repurchase programs in prior years, fractional shares returned 2 Mr Lakshmi N Mittal and his wife, Mrs Usha Mittal, have direct in various transactions, and the use of treasury shares in various ownership of ArcelorMittal common shares and indirect ownership transactions in prior years; excludes (1) 164,171 shares used to of holding companies that own ArcelorMittal common shares. settle purchases under the ESPP 2010 offering that closed on Nuavam Investments S.à r.l., a limited liability company organized January 10, 2011, (2) 226,005 options that were exercised during under the laws of Luxembourg, is the owner of 112,338,263 the 12 months ended December 31, 2011, (3) 1,840,202 stock ArcelorMittal common shares. Lumen Investments S.à r.l., a limited options that can be exercised by directors and senior management liability company organized under the laws of Luxembourg, is the (other than Mr Mittal) and (4) 458,833 stock options that can be owner of 525,000,000 ArcelorMittal common shares. Mr Mittal is exercised by Mr Mittal, in each case within 60 days of December 31, the direct owner of 221,600 ArcelorMittal common shares and 2011. Holders of these stock options are deemed to beneficially holds options to acquire an additional 516,500 ArcelorMittal own ArcelorMittal common shares for the purposes of this table common shares, of which 458,833 are, for the purposes of this due to the fact that such options are exercisable within 60 days. table, deemed to be beneficially owned by Mr Mittal due to the fact 4 Includes shares beneficially owned by directors and members of that those options are exercisable within 60 days. Mrs Mittal is the senior management; excludes shares beneficially owned by direct owner of 45,000 ArcelorMittal common shares. Mr Mittal, Mr Mittal. Mrs Mittal and the significant shareholder share indirect beneficial 5 These 2,438,436 ArcelorMittal common shares are included in ownership of 100% of each of Nuavam Investments S.à r.l. and shares owned by the public shareholders indicated above. 88
  • 88.
    Overview At December 31,2011, there Memorandum of understanding Standstill Once the significant shareholder Our business were 188 US shareholders holding On June 25, 2006, Mittal Steel, the The significant shareholder agreed exceeds the threshold mentioned in an aggregate of 86,758,078 significant shareholder and Arcelor not to acquire, directly or indirectly, the first paragraph of this ‘standstill’ New York Shares, representing signed a binding Memorandum of ownership or control of an amount subsection or the 45% limit, as the approximately 5.56% of the Understanding (‘MoU’) to combine of shares in the capital stock of the case may be, as a consequence of common shares issued (including Mittal Steel and Arcelor in order company exceeding the percentage any corporate event set forth in treasury shares). ArcelorMittal’s to create the world’s leading steel of shares in the company that it will (1) or (2) above, it shall not be knowledge of the number of company. In April 2008, the board own or control following completion permitted to increase the New York Shares held by US of directors approved resolutions of the offer (as defined in the MoU) percentage of shares it owns or Sustainability holders is based solely on the amending certain provisions of for Arcelor and any subsequent offer controls in any way except as a records of its New York transfer the MoU in order to adapt it to or compulsory buy-out, except with result of subsequent occurrences agent regarding registered the company’s needs in the the prior written consent of a of the corporate events described ArcelorMittal common shares. post-merger and post- majority of the independent in (1) or (2) above, or with the prior integration phase. directors on the company’s board written consent of a majority of At December 31, 2011, there of directors. Any shares acquired in the independent directors on the were 783,824,165 ArcelorMittal On the basis of the binding MoU, violation of this restriction will be company’s board of directors. common shares being held through Arcelor’s board of directors deprived of voting rights and shall Performance the Euroclear/Iberclear clearing recommended Mittal Steel’s offer be promptly sold by the significant If subsequently the significant system in the Netherlands, France, for Arcelor and the parties to the shareholder. Notwithstanding the shareholder sells down below Luxembourg and Spain. The MoU agreed to certain corporate above, if (and whenever) the the threshold mentioned in the spin-off of ArcelorMittal’s stainless governance and other matters significant shareholder holds, first paragraph of this ‘standstill’ and specialty steels business into relating to the combined directly and indirectly, less than 45% subsection or the 45% limit, as Aperam effective January 25, ArcelorMittal group. Certain of the then-issued company shares, the case may be, it shall not be 2011 had no impact on the number provisions of the MoU relating the significant shareholder may permitted to exceed the threshold of ArcelorMittal’s issued shares, to corporate governance were purchase (in the open market or mentioned in the first paragraph Governance which remains at 1,560,914,610. incorporated into the articles of otherwise) company shares up to of this ‘standstill’ subsection or association of ArcelorMittal at the such 45% limit. In addition, the the 45% limit, as the case may Related party transactions extraordinary general meeting of the significant shareholder is also be, other than as a result of any ArcelorMittal engages in shareholders on November 5, 2007. permitted to own and vote shares in corporate event set out in (1) certain commercial and financial excess of the threshold mentioned or (2) above or with the prior transactions with related parties, Certain additional provisions of the in the immediately preceding written consent of a majority all of which are affiliates and joint MoU expired effective August 1, paragraph or the 45% limit of the independent directors. ventures of ArcelorMittal. Please 2009. ArcelorMittal’s corporate mentioned above, if such ownership Financial statements refer to Note 14 of ArcelorMittal’s governance rules will continue to results from (1) subscription for Finally, the significant shareholder consolidated financial statements. reflect, subject to those provisions shares or rights in proportion to is permitted to own and vote of the MoU that have been its existing shareholding in the shares in excess of the threshold Shareholder’s agreement incorporated into the articles of company where other shareholders mentioned in the first paragraph Mr Lakshmi N Mittal, a company association, the best standards have not exercised the entirety of this ‘standstill’ subsection or controlled by the significant of corporate governance for of their rights or (2) any passive the 45% limit mentioned above if shareholder and ArcelorMittal comparable companies and to crossing of this threshold resulting it acquires the excess shares in the are parties to a shareholder and conform with the corporate from a reduction of the number of context of a takeover bid by a third registration rights agreement governance aspects of the NYSE company shares (e.g. through party and (1) a majority of the (the ‘shareholder’s agreement’) listing standards applicable to self-tender offers or share independent directors of the dated August 13, 1997. Pursuant non-US companies and Ten buy-backs) if, in respect of (2) company’s board of directors to the shareholder’s agreement and Principles of Corporate Governance only, the decisions to implement consents in writing to such subject to the terms and conditions of the Luxembourg Stock Exchange. such measures were taken at a acquisition by the significant thereof, ArcelorMittal shall, upon shareholders’ meeting in which shareholder or (2) the significant the request of certain holders of The following summarizes the main the significant shareholder did not shareholder acquires such shares restricted ArcelorMittal shares, use provisions of the MoU that remain vote or by the company’s board in an offer for all of the shares of its reasonable efforts to register in effect or were in effect in 2011. of directors with a majority the company. under the Securities Act of 1933, of independent directors voting as amended, the sale of in favor. ArcelorMittal shares intended to be sold by those holders. ArcelorMittal Annual Report 2011 89
  • 89.
    Major shareholders continued Lock-up Subscription to, and share lending Transitional services The significant shareholder had agreement in connection with, and related agreements agreed for a five-year period not to the May 2009 share offering Aperam has extended the transfer (and to cause its affiliates ArcelorMittal sold 140,882,634 transitional services agreement not to transfer) directly or indirectlycommon shares in a transaction for an additional term of one year any of the shares in the company that closed on May 6, 2009. until December 31, 2012, without the approval of a majority Ispat International Investments S.L. according to the terms and of the independent directors of the (‘Ispat’), a holding company conditions of such agreement. company. This lock-up provision beneficially owned by Mr Lakshmi In addition, Aperam will be entitled expired on August 1, 2011. N Mittal and Mrs Usha Mittal, to terminate the transitional subscribed for 14,088,063 services agreement at any time Non-compete common shares (or 10%) in the by giving three months’ notice to For so long as the significant offering on a deferred-delivery ArcelorMittal. ArcelorMittal, shareholder holds and controls basis. The offering was settled by however, may not terminate the at least 15% of the outstanding the company on May 6, 2009 transitional services agreement shares of the company or has (except with respect to Ispat) other than for material breaches of representatives on the company’s with 98 million common shares the agreement, Aperam’s insolvency board of directors or Group borrowed from Ispat pursuant to or if control over Aperam changes. Management Board, the significant a share lending agreement dated shareholder and its affiliates will not April 29, 2009 and the remainder Among other services, ArcelorMittal be permitted to invest in, or carry was settled using shares held in will provide the following services to on, any business competing with the treasury. The company returned the Aperam under the transitional company, except for Ispat Indonesia. borrowed shares to, and delivered services agreement: (i) corporate the shares subscribed by, Ispat on insurance, (ii) consolidation, (iii) legal Repurchase of shares from June 22, 2009 by issuing services, (iv) treasury back office entity related to director 112,088,263 shares following services, (v) health and safety Following the contribution shareholder approval at an (REACH implementation platform), of 76.88% of Saar Ferngas, extraordinary general meeting held (vi) company secretary , (vii) a German gas and electricity on June 17, 2009 of a resolution technical office, (viii) corporate IS/IT producer and distributor, broadening the authorization of and (ix) communication. The service on January 23, 2009 to an the board of directors to increase charges payable by Aperam to ArcelorMittal associated the company’s share capital. Under ArcelorMittal will be calculated company, Soteg, the stake the terms of the share lending individually for each service provided held by ArcelorMittal in Soteg, a agreement, the company paid Ispat on a cost-plus margin basis. Luxembourg gas and electricity a share lending fee of $2 million. producer and distributor, increased In particular, under the transitional from 20% to 26.15%. On February Agreements with Aperam services agreement, consolidation 16, 2009, ArcelorMittal sold in connection with stainless services means the maintenance 2.48% of Soteg to the Government steel spin-off and development of certain Wind fence system in Brazil of Luxembourg and SNCI In connection with the spin-off software necessary for Aperam’s In 2011, ArcelorMittal Tubarão (‘Société Nationale de Crédit et of its stainless steel division into reporting and consolidation. announced the installation of a wind d’Investissement’), a Luxembourg a separately focused company, fence system around the coal yard government controlled Aperam, which was completed on Insurance service is limited to high- that supplies the Sol Coqueria coke plant in Brazil in order to contain investment company. January 25, 2011, ArcelorMittal level advice for the management of dust emissions. The screens are entered into several agreements Aperam’s insurance policies. Access 450 meters long and 20 meters with Aperam. These agreements to certain continuing education high, one and a half times the height include a master transitional programs provided by ArcelorMittal of the piles of coal. The $3.6 million installation was completed in services agreement dated January will be on an on-demand basis. December and addresses the issue 25, 2011 (the ‘transitional services ArcelorMittal will also continue to of dust being generated in the coal agreement’), a purchasing services provide limited legal support, with yard which then affects local agreement and a sourcing services the possible assistance of external communities. agreement, certain commitments legal counsel. 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. 90
  • 90.
    Overview ArcelorMittal continued to The purchasing services agreement Financing agreements Our business manage the administrative aspects also permit Aperam to avail itself As of the spin-off, Aperam’s of Aperam’s trademarks, domain of the services and expertise of principal sources of financing names and patents portfolio for one ArcelorMittal for certain capital included loans from ArcelorMittal year, and Aperam had the right to expenditure items not specific entities at the level of ArcelorMittal continue to use the ArcelorMittal to stainless and specialty steel Inox Brasil, which holds Aperam’s brand for a transitional six month production. The purchasing assets in Brazil, and ArcelorMittal period that is now over. services agreement and the Stainless Belgium, which holds sourcing services agreement have Aperam’s assets in Belgium. Sustainability In the area of research and been entered into for a term of two These facilities were refinanced development, Aperam entered into years, expiring on January 24, 2013. in connection with the spin-off. arrangements with ArcelorMittal for its withdrawal from the In South America, ArcelorMittal On January 19, 2011, ArcelorMittal ArcelorMittal global research and Brasil performed certain corporate Finance as lender and ArcelorMittal development organization and for functions and certain purchasing and Aperam as borrowers entered setting out a framework for future activities for the benefit of certain into a $900 million credit facility cooperation between the two Brazilian subsidiaries of Aperam until for general corporate purposes Performance groups in relation to certain March 31, 2011. On April 1, 2011, and for the refinancing of existing ongoing research and development ArcelorMittal Brasil ceased intercompany and other debt programs. In addition, Aperam and performing the corporate functions (the ‘bridge loan’). The bridge loan ArcelorMittal organized the fair of the relevant Brazilian subsidiaries was entered into for a period of transfer of certain patents to of Aperam and transferred the 364 days after January 25, 2011. Aperam, as well as the licensing necessary personnel to The bridge loan was made available of some patents between them. ArcelorMittal Inox Brasil to enable to ArcelorMittal and then Moreover, Aperam and ArcelorMittal the latter to perform itself the automatically transferred by Governance are keeping open the possibility of required corporate functions, operation of law to Aperam in entering into ad hoc cooperation except for the legal activities and connection with its spin-off. agreements for future research personnel, which were transferred The bridge loan was fully repaid by and development purposes. as of May 1, 2011. Insurance, Aperam with the proceeds of (i) a real estate, purchasing and payroll borrowing base facility agreement The purchasing and sourcing activities, however, continued to be dated March 15, 2011 and (ii) an of raw materials generally are performed by ArcelorMittal Brasil offering of notes by Aperam on not covered by the transitional for the benefit of certain Brazilian March 28, 2011. Financial statements services agreement. Aperam subsidiaries of Aperam, it being will be responsible for the sourcing understood that, as of April 1, of its key raw materials, including 2011, the costs of these activities nickel, chromium, molybdenum are being shared by Aperam’s and stainless steel scrap. However, relevant Brazilian subsidiaries on the under the terms of the purchasing basis of new cost allocation agreed services agreement and the upon between the parties. sourcing services agreement, Aperam relies on ArcelorMittal Certain services will continue for advisory services in relation to to be provided to Aperam the negotiation of certain contracts pursuant to existing contracts with global or large regional with ArcelorMittal entities that suppliers, including those relating ArcelorMittal has specifically to the following key categories: agreed to assume. energy (electricity, natural gas, industrial gas), raw materials (ferro-alloys, certain base materials), operating materials (rolls, electrodes, refractories) and industrial products and services. ArcelorMittal Annual Report 2011 91
  • 92.
    Overview Additional information ArcelorMittal as parent company ArcelorMittal Finance S.C.A. is a Minority shareholders litigation Our business ArcelorMittal, incorporated under société en commandite par actions On January 8, 2008, ArcelorMittal the laws of Luxembourg, is the with registered office address at received a writ of summons on parent company of the ArcelorMittal 19, avenue de la Liberté, L-2930 behalf of four hedge fund group and is expected to continue Luxembourg, Grand Duchy of shareholders of Arcelor to this role during the coming years. Luxembourg, registered with the appear before the civil court of The company has no branch Registre du Commerce et des Luxembourg. The summons was offices and generated a net loss Sociétés Luxembourg under also served on all natural persons number B 13.244. ArcelorMittal sitting on the board of directors Sustainability of $480 million in 2011. Finance is indirectly 100% owned of ArcelorMittal at the time of Group companies listed on the by ArcelorMittal. ArcelorMittal the merger and on the significant Luxembourg Stock Exchange Finance was, until June 18, 2008, shareholder. The claimants ArcelorMittal’s securities are traded the principal finance vehicle of the requested, among other things, the on several exchanges, including the ArcelorMittal group and, in this cancellation and the amendment Luxembourg Stock Exchange, and connection, it issued a number of of the corporate decisions relating its primary stock exchange bonds listed on the Luxembourg to the second-step merger in Stock Exchange. ArcelorMittal order to reflect an exchange ratio Performance regulator is the Luxembourg CSSF (Commission de Surveillance du Finance’s CSSF issuer number of 11 ArcelorMittal (the entity Secteur Financier). ArcelorMittal’s is E-0225. resulting from the first step CSSF issuer number is E-0001. merger) shares for seven Arcelor ArcelorMittal Rodange & shares (ignoring the impact of In addition to ArcelorMittal, the Schifflange S.A., a société anonyme the share capital restructuring securities of one other ArcelorMittal with registered office address at of Arcelor) accompanied by the group company are listed on the 2, rue de l’Industrie, L-4823 allocation by the significant Rodange, Grand Duchy of shareholder or the company of Governance Luxembourg Stock Exchange. Luxembourg, registered with the additional shares to the claimants Registre du Commerce et des to reflect this revised ratio, and Sociétés Luxembourg under alternatively, the payment of number B 10.643, approximately damages by the defendants 79.84% owned indirectly by (jointly and severally or severally, ArcelorMittal, was listed on the at the court’s discretion) in an Luxembourg Stock Exchange amount of €180 million. until October 31, 2011, when Financial statements its de-listing became effective. ArcelorMittal submitted its brief in response on October 16, 2008, challenging the validity, the admissibility and the merits of the claims. The claimants filed their conclusions on January 5, 2010. A hearing on the merits took place on February 15, 2011. By judgment dated November 30, 2011, the Luxembourg civil court declared all the plaintiff’s claims inadmissible and dismissed them. The judgment is subject to appeal. Left Port-Cartier, Canada ArcelorMittal Annual Report 2011 93
  • 93.
    Shareholder information ArcelorMittal is listed ArcelorMittal, with its diversified Indexes business model, strong cash flow ArcelorMittal is a member of more on the stock exchanges and cost leadership position, is wellthan 120 indices including the of New York (MT), placed to weather the current following leading indices: DJ STOXX Amsterdam (MT), Paris challenging economic environment 50, DJ EURO STOXX 50, CAC40, (MT), Luxembourg (MT) and has the ambition to develop AEX, FTSE Eurotop 100, MSCI and balance its shareholder base Pan-Euro, DJ Stoxx 600, S&P and on the Spanish stock on the major listed markets and Europe 500, Bloomberg World exchanges of Barcelona, to attract new investors. Index, IBEX 35 index and NYSE Bilbao, Madrid and Composite Index. Recognized for Valencia (MTS). ArcelorMittal remains optimistic its commitment to sustainable about the industry’s medium-term development, ArcelorMittal is also growth prospects. In light of recent a member of the FTSE4Good Index market uncertainty primarily due and Dow Jones Sustainability Index. to the European debt crisis and its potential global impact, the Share price performance company has calibrated its steel The price of ArcelorMittal growth projects to evolving shares declined by 50% in 2011, demand situations. At the same underperforming both the Global time, we are focusing on core Metals & Mining sector which growth investments in our mining declined by 34% and the Global business given their generally more Steel sector which declined by 39%. attractive return profiles. This has The underperformance largely resulted in postponement of some occurred during the third quarter planned steel investments. of 2011 when fears of a potential Accordingly, full year 2012 capital eurozone crisis intensified. This expenditure is expected to be unease affected the share price approximately $4-4.5 billion. performance of those companies with significant trading exposure to ArcelorMittal share price performance since creation Base 100 at August 1, 2006 ($) 350 300 250 ArcelorMittal 200 150 Global Metals & Mining (incl Steel) Index 100 50 0 Aug 06 Dec 06 Apr 07 Aug 07 Dec 07 Apr 08 Aug 08 Dec 08 Apr 09 Aug 09 Dec 09 Apr 10 Aug 10 Dec 10 Apr 11 Aug 11 Dec 11 94
  • 94.
    Overview the eurozone block.ArcelorMittal’s The dividend payments will occur Individual investors Socially responsible investors Our business share price was further impacted on a quarterly basis for the full ArcelorMittal’s senior management The investor relations team is by concerns over the company’s year 2012 (see financial calendar). plans to meet individual investors also a source of information for indebtedness and perceived risks Dividends are announced in $ and and shareholder associations in the growing socially responsible that debt covenants could be paid in $ for shares listed on the road shows throughout 2012. investment community. The breached; these concerns were New York Stock Exchange and A dedicated toll free number for team organizes special events addressed at our Investor Day on paid in euros for shares listed on individual investors is available at on ArcelorMittal’s corporate September 23, 2011.Subsequently, the European stock exchanges +352 4792 3198. Requests for responsibility strategy and during the final three months of (the Netherlands, France, Spain, information or meetings on the answers all requests for Sustainability 2011, ArcelorMittal’s share price and Luxembourg). virtual meeting and conference information sent to ArcelorMittal increased by 14%, outperforming center may also be sent to: at: SRI@arcelormittal.com the Global Steel and Global Metals Investor relations privateinvestors@arcelormittal.com & Mining peer groups. By implementing high standards Credit and fixed income investors of financial information disclosure Analysts and institutional Credit, fixed income investors Dividend and aiming to provide clear, investors and rating agency are followed ArcelorMittal’s board of directors regular, transparent and balanced As the world’s leading steel and by a dedicated team from has recommended to maintain the information to all its shareholders, mining company, ArcelorMittal investor relations reachable at: Performance annual dividend per share at $0.75 ArcelorMittal aims to be the first constantly seeks to develop creditfixedincome@arcelormittal.com for 2012, subject to the approval choice for investors in the sector. relationships with financial analysts of the annual general meeting of and international investors. shareholders on May 8, 2012. To meet this objective, ArcelorMittal Depending on their geographical Once market conditions have implements an active and broad location, investors may use the normalized, the board of directors investor communications policy: following emails: will review the dividend policy. conference calls, road shows with institutionalsamericas@arcelormittal.com the financial community, regular investor.relations@arcelormittal.com Governance participation at investor conferences, plant visits and meetings with individual investors. Financial statements Financial calendar Financial results* February 7, 2012 Results for 4th quarter 2011 and 12 months 2011 May 10, 2012 Results for 1st quarter 2012 July 25, 2012 Results for 2nd quarter 2012 and 6 months 2012 October 31, 2012 Results for 3rd quarter 2012 and 9 months 2012 * Earnings results are issued before the opening of the stock exchanges on which ArcelorMittal is listed. Dividend payment (subject to shareholder approval) March 13, 2012 1st quarterly payment of base dividend (interim dividend) June 14, 2012 2nd quarterly payment of base dividend September 10, 2012 3rd quarterly payment of base dividend December 10, 2012 4th quarterly payment of base dividend Institutional investor days and retail shareholder events May 8, 2012 Annual shareholder meeting in Luxembourg September 18, 2012 Investor Day with Group Management Board members September 26, 2012 Retail shareholder event Contact the investor relations team on the information detailed above or please visit ArcelorMittal Annual Report 2011 www.arcelormittal.com/corp/investors/contact 95
  • 95.
    We are delivering costimprovement If we are to maintain our leadership position in the steel industry, we must be competitive on costs. We have a track record of consistent cost improvement, delivered through our management gains program. Since 2008, we have taken $4 billion out of our costs and we are on course to achieve the target we set ourselves of $4.8 billion of savings by the end of 2012. In September 2011, we announced a new asset optimization plan, which is separate from the management gains program. This is designed to optimize our production footprint by concentrating production around our lowest-cost plants and allow us to run them at full capacity – thereby ensuring maximum productivity at our ‘core’ facilities while losing none of our ability to service our customers. The asset optimization plan is targeted to add $1 billion run rate a year to sustainable Ebitda by the end of 2012. Picture North of England
  • 96.
    Overview Our business Sustainability Performance Governance Financial statements Average steel selling prices 2011 $ a tonne Flat Carbon Americas 892 Flat Carbon Europe 982 Long Carbon Americas and Europe 937 AACIS 736 Distribution Solutions 993 ArcelorMittal Annual Report 2011 97