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Annual Report 2019

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Annual Report 2019 Annual Report 2019 Contents Message from the Chairman of the Board of Directors 3 Message from the Chief Executive Officer 5 Glossary 7 Management Report 9 Group Overview 11 Introduction 11 The creation of Aperam 12 Our facilities 12 Our key competitive strengths 15 A strong focus on self-help measures 19 Market analysis 23 Senior management 40 Corporate responsibility 44 Our responsibility as an employer 44 Our environmental responsibility 45 Our responsibility as a neighbour and market player 47 Operational review 50 Liquidity 57 Principal risks and uncertainties related to the Company and the stainless and specialty steel industry 65 Corporate governance 68 Board of Directors, Leadership Team 68 Other Corporate Governance practices 77 Luxembourg takeover law disclosure 80 Compensation 82 Remuneration policy 82 Remuneration Report 90 Share capital 100 Related Party Transactions 102 Shareholder information 103 Financial Statements 2019 108 Responsibility statement 110 Consolidated Financial Statements as of and for the year ended December 31, 2019 111 Annual Accounts of the Parent Company as of and for the year ending December 31, 2019 195 Proposed allocation of the 2019 results 217 Disclaimer - Forward Looking Statements In this Annual Report Aperam has made certain forward-looking statements with respect to, among other topics, its financial position, business strategy, projected costs, projected savings, and the plans and objectives of its management. Such statements are identified by the use of forward-looking verbs such as 'anticipate', 'intend', 'expect', 'plan', 'believe', or 'estimate', or words or phrases with similar meanings. Aperam's actual results may differ materially from those implied by such forward-looking statements due to the known and unknown principal risks and uncertainties to which it is exposed, including, without limitation, the risks described in this Annual Report. Aperam does not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved. Please refer to the 'Principal risks and uncertainties related to Aperam and the stainless and specialty steel industry'' section of this report. Such forward-looking statements represent, in each case, only one of many possible scenarios and should not necessarily be viewed as the most likely to occur or standard scenario. Aperam undertakes no obligation to publicly update its forward-looking statements, whether as a result of new information, future events or otherwise. Unless indicated otherwise or the context otherwise requires, references in this Annual Report to 'Aperam', the 'Group' and the 'Company' or similar terms refer to Aperam, 'société anonyme', having its registered office at 12C, Rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, and to its consolidated subsidiaries. Cover: Hôtel Le Fouquet’s, VOUS ÊTES ICI ARCHITECTES © 11h45 / Florent Michel Executed using grade Aperam 316L with Uginox MECA 8 ND ® surface finish (non-directional Super Mirror finish) 2 Message from the Chairman of the Board of Directors Dear Shareholders, There is no doubt that 2019 was the worst stainless market environment since the inception of Aperam, characterised by: weak economic growth in both Europe and Brazil, aggressive imports due to inefficient safeguard measures and severe pricing pressure. Despite these challenging market conditions, I am very pleased to report that Aperam delivered resilient results and continued to strengthen its cost competitiveness. Before discussing the highlights of Aperam’s 2019 performance, let me start by commenting on Aperam’s number one priority, health and safety. Our lost-time injury frequency rate (‘LTIF’) for the year was 1.7x compared to 1.4x in 2018. This deterioration in our LTIF is concerning, particularly when placed in the context of our historical performance. I am therefore convinced that we can improve, and management is placing a considerable amount of effort and planning into ensuring we reach our ultimate objective of zero harm and zero fatalities for everyone working with and for Aperam. In the challenging market conditions I just described we continued to focus on cost competitiveness and delivering high quality products and services to our customers. In particular, phase 3 of our Leadership Journey® - our internal operational excellence plan launched in 2017 - continued to progress well with €123 million accumulated gains. Under this plan we are targeting further transformation of our business to achieve our goal of €200 million by the end of 2020. In terms of financial performance, EBITDA reached €357 million in 2019 (2018: €504 million), including an exceptional gain of €17 million and net income was €148 million in 2019 (2018: €286 million). Free cash flow reached €281 million in 2019 (2018: €108 million), the highest level achieved since our creation as we further strengthened our cost position. Our net debt position at the end of December 2019 remained at a low level at €75 million, less than a tenth of the level when the Company was created. In this difficult environment our strong cash generation enabled us to continue investing in our asset base, particularly our Cold Rolling and Pickling line in Genk. In 2019, capex expenditures were €151 million, and we returned €235 million to our shareholders in the form of a €93 million share buy-back and €142 million dividends. In line with our financial policy we are proposing to keep the dividend stable at €1.75 per share. Additionally, we have announced a plan for a further share buyback of up to €100 million for up to 3.8 million shares. This is a sign of our confidence in Aperam’s ability to generate an attractive level of free cash flow even in the most difficult market conditions. 3 As a contribution to a low carbon world, we announced last December ambitious environmental targets for 2030, with in particular a CO 2 emissions reduction target of 15% compared to 2015. We also plan to become carbon neutral in our European operations by 2050. To achieve carbon neutrality, Aperam is building a strategic roadmap linked to the developments in low-emissions steelmaking technologies. We are convinced that our environmental excellence, together with best practices in terms of ethics, governance, community engagement, and corporate citizenship are becoming of increasing importance to our stakeholders, and, collectively, represent a critical differentiating factor for our Company. For this reason Aperam joined ResponsibleSteel™ in May 2019. ResponsibleSteel™ is the steel industry's first multi-stakeholder global certification initiative, and will allow us to assure all our stakeholders that sustainability is truly embedded in our products and part of our Company’s vision. In conclusion, I am very happy with the progress Aperam has made during a period of exceptionally challenging market conditions. The competitiveness of our industrial footprint has further improved, and we are continuing to serve our customers with innovative and quality products. In a period of economic challenges and unprecedented import pressure we must remain highly focused on delivering our targets under the Leadership Journey® and also ensure a level playing field is restored in our key markets through the implementation of effective safeguard measures. I remain fully confident in the ability of our Leadership Team to maximize the sustainable long-term growth of the Company and create value for our stakeholders by focusing on ambitious safety, environmental, cost, profitability, and quality targets. Lakshmi N. Mittal, Chairman of the Board of Directors 4 Message from the Chief Executive Officer Dear Shareholders, It is a great honor and pleasure for me to present to you Aperam’s 2019 Annual Report. Our Chairman of the Board of Directors has explained to you our resilient results despite the worst stainless market environment since our creation and our confidence in our future. I would like to take this opportunity to explain in more detail the actions we have taken in the current environment and how we will further strengthen Aperam. I will start with our top priority: the health and safety of our employees. While our frequency rate deteriorated during the year, I can assure our stakeholders that health and safety is a non negotiable priority at Aperam, and that a comprehensive set of actions has been initiated to reverse this trend. Our key actions result from an extensive group wide health and safety audit launched in 2019 with the objective of eradicating all behaviours that do not comply with our rigorous safety procedures. We have been rolling out specific cultural frameworks, and have been reshaping our Health and Safety organisation with new tools and procedures. I am convinced that all these efforts will yield the right results towards our journey of zero accidents and fatalities. I am proud of the way Aperam navigated through a perfect storm scenario in 2019. To illustrate these challenging market conditions, our shipments decreased by 9.4% year on year, imports reached historical spikes such as close to 60% of market share in stainless hot rolled coil in December 2019, and average base prices decreased by 35% in 2019 versus 2017. In such an environment, we continued our actions to make Aperam an even stronger company, capable of operating in all market conditions: ● In-line with our efforts to improve our operational excellence, at the end of December 2019 we achieved cumulated annualized gains of €123
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