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Annual Report 2017__0.Pdf Contents Message from the Chairman of the Board of Directors 03 Message from the Chief Executive Officer 04 Glossary 05 Management Report 06 Group overview 08 Introduction 08 The creation of Aperam 09 Our facilities 09 Our key competitive strengths 11 Our key strategic priorities 15 Our profit driving pillars 19 Market analysis 20 Board of Directors 27 Senior Management 32 Corporate responsibility 36 Operational review 40 Liquidity 46 Principal risks and uncertainties related to the company and the stainless and specialty Steel industry 55 Corporate Governance 58 Luxembourg Takeover Law disclosure 68 Share Capital 82 Related Party Transactions 83 Shareholder information 85 Financial statements 2017 89 Responsibility Statement 92 Consolidated Financial Statements as of and for the year ended December 31, 2017 93 Report of the Réviseur d’Entreprises Agréé on the Consolidated Financial Statements 164 Annual Accounts of the Parent Company as of and for the year ended December 31, 2017 169 Report of the Réviseur d’Entreprises Agréé on the Annual Accounts 186 Proposed allocation of the results for 2017 190 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. 2 Message from the Chairman of the Board of Directors February 27, 2018 Dear Shareholders, Since Aperam’s creation, we have undertaken several initiatives to transform Aperam into a more resilient Company, one that is able to operate successfully in all market conditions. We have achieved this by focussing on our strategic priorities of operational excellence, product and service innovation and balance sheet strengthening. I am very proud to report that 2017 was a major achievement for our Company, with the highest level of operational and financial performance achieved since 2011. This performance was particularly impressive when set in the context of a highly volatile market for our key raw materials. In particular, nickel prices were impacted by concerns on nickel supplies and expectations of higher nickel demand for electrical vehicles, while we saw significant fluctuations in chrome ore and ferrochrome prices driven by variations in Chinese demand and by South African supply issues. Before discussing the highlights of Aperam’s 2017 performance, let me remind you that safety of our employees has been the top priority for our Company since our creation. In 2017, our lost time injury frequency rate remained stable at 1.4x. We will continue to put all our effort into working towards our goal of zero accidents. Despite the volatile market conditions, we delivered a record financial performance in 2017, further improved the financial strength of the business and enhanced returns to shareholders: > Our EBITDA of U.S.$619 million is a record since our creation, improving by more than 25 per cent compared to 2016; > Our Net Result was U.S.$361 million, representing an increase of 69 per cent compared to the previous year; > At the end of 2017, Aperam had a positive net cash position for the first time in its history; net cash stood at U.S.$75 million, compared to net debt of U.S.$154 million at the end of 2016 and of U.S.$ 1,066 million at our Company’s inception; > We continued to invest in the sustainability of our Company with U.S.$186 million of capital expenditure; > We returned U.S.$219 million to our shareholders in the form of dividends and share buyback As a result of this record financial performance, the Board of Directors has decided to increase the base dividend from U.S.$1.50 per share to U.S.$1.80 per share. This will be proposed to shareholders at our next general meeting. In addition, the Company announced the launch of a further share buyback program for an aggregate maximum amount of U.S.$100 million. Looking forward, I am confident that Aperam is well positioned for further growth. Key to this will be the successful delivery of our Transformation Program, which involves harnessing the digital revolution and the power of big data to further enhance our operational efficiency and customer service offering. Successful delivery against our Transformation Program initiatives will lead to further structural profitability improvement . Finally, I believe that our manufacturing process, which is based on recyclable scrap and charcoal produced from our own forests, and our products, which are endlessly recyclable are strong competitive advantages and part of the solution to global environmental challenges. In conclusion, I would like to take this opportunity to thank all of our employees, the Leadership Team and my colleagues from the Board of Directors, for their support, dedication and contribution to the Company’s strong performance in 2017. The progress we have made provides a very solid foundation from which to deliver further, sustainable performance improvement. Lakshmi N. Mittal, Chairman of the Board of Directors 3 Message from the Chief Executive Officer February 27, 2018 Dear Shareholders, It is a great honor and pleasure for me to present you Aperam’s 2017 Annual Report. Our Chairman of the Board of Directors has explained to you our record performance in challenging market conditions and our confidence in our next phase of development. I would like to take this opportunity to explain how we achieved this performance and how we will transform Aperam in a fast changing environment. Let me start with health and safety. A stable frequency rate in 2017 is clearly not meeting our expectations, in particular as we continued to work hard in 2017 on this important matter. Dedicated training are taking place all across the Company and best practices are being exchanged in real time. Our objective is to further stimulate a strong mindset and culture of health and safety to reach our ultimate goal of zero accidents. I am convinced that we will achieve the right results as we continue our endless efforts to reach excellence in health and safety. In 2017, we remained highly focused on our strategic objectives of operational excellence, product and service innovations and balance sheet strengthening, thereby achieving record performances by implementing strong set of actions: > We continued to make progress on our operational excellence - our internal plan “Leadership Journey®” - and reached a contribution to EBITDA of a total amount of U.S.$573 million since the beginning of 2011. This successfully completes our objectives under phase 2 of our Leadership Journey® during which we invested U.S.$112 million over the period 2014 to 2017 on our best performing assets, enabling us to further improve our cost competitiveness, deeply embedded in Aperam’s DNA. > Supported by our internal R&D platform, we further strengthened the development of our top line products designed for the most innovative and profitable segments of the markets. This progress enabled us to support a growing European market and mitigate a Brazilian environment which stabilized at a low level. We aim to continuously improve our range of stainless steel and alloys solutions which have contributed to Aperam’s leadership in the industry and its customer loyalty. > The strengthening of our balance sheet has been an important priority since our creation. Thanks to strong cash flows and debt restructuring actions taken since 2014 we became first time net cash positive at the end of 2017 and continued to reduce our costs of financing. We are very proud that our financial discipline and the solid execution of our strategy were recognised during 2017 with upgrades to Investment Grade by both rating agencies Moody’s and Standard & Poor’s making Aperam one of the most solid stainless steel players in the world. Having demonstrated our capacity to deliver a solid operational and financial performance, we announced in 2017 a new structural profitability improvement program, as phase 3 of our Leadership Journey® “the Transformation Program”. Under this phase 3, we will accelerate our productivity gains by implementing the latest technologies and breakthroughs in automation; we will develop new applications and solutions; we will fully unlock the potential of a more digitized, connected and collaborative organization and will transform our supply chain. Our goal is to achieve U.S.$150 million of additional annualized gains by year 2020. All these measures together with our continuous investments in the sustainability of our Company, make me very confident in Aperam’s capability to further expand.
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