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Mt- 31.12.2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35788 ARCELORMITTAL (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization) 24-26, Boulevard d’Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg (Address of principal executive offices) Henk Scheffer, Company Secretary, 24-26, Boulevard d’Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg. Fax: +352 4792 2235 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares MT New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Ordinary Shares 1,012,079,421 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‐T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer, large accelerated filer and emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Emerging growth company ¨ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board x Other ¨ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x TABLE OF CONTENTS Page PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION 4 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 7 PART I 7 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 7 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3. KEY INFORMATION 7 A. Selected financial data 7 B. Capitalization and indebtedness 8 C. Reasons for the offer and use of proceeds 8 D. Risk factors 9 ITEM 4. INFORMATION ON THE COMPANY 28 A. History and development of the Company 28 B. Business overview 35 C. Organizational structure 83 D. Property, plant and equipment 84 ITEM 4A. UNRESOLVED STAFF COMMENTS 109 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 109 A. Operating results 132 B. Liquidity and capital resources 145 C. Research and development, patents and licenses 150 D. Trend information 150 E. Off-balance sheet arrangements 152 F. Tabular disclosure of contractual obligations 152 G. Safe harbor 153 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 153 A. Directors and senior management 153 B. Compensation 159 C. Board practices/corporate governance 176 D. Employees 185 E. Share ownership 190 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 192 A. Major shareholders 192 B. Related party transactions 193 C. Interest of experts and counsel 194 ITEM 8. FINANCIAL INFORMATION 194 A. Consolidated statements and other financial information 194 B. Significant changes 195 ITEM 9. THE OFFER AND LISTING 195 A. Offer and listing details 195 B. Plan of distribution 195 C. Markets 195 D. Selling shareholders 196 E. Dilution 196 F. Expenses of the issue 196 ITEM 10. ADDITIONAL INFORMATION 196 A. Share capital 196 B. Memorandum and Articles of Association 196 C. Material contracts 207 D. Exchange controls 208 E. Taxation 208 F. Dividends and paying agents 213 G. Statements by experts 213 H. Documents on display 213 I. Subsidiary information 214 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 214 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 216 A. Debt securities 216 B. Warrants and rights 216 C. Other securities 216 D. American depositary shares 217 PART II 217 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 217 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND 217 USE OF PROCEEDS ITEM 15. CONTROLS AND PROCEDURES 217 ITEM 16A. AUDIT & RISK COMMITTEE FINANCIAL EXPERT 220 ITEM 16B. CODE OF ETHICS 220 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 220 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 220 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED 221 PURCHASERS ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 221 ITEM 16G. CORPORATE GOVERNANCE 221 ITEM 16H. MINE SAFETY DISCLOSURE 221 PART III 222 ITEM 17. FINANCIAL STATEMENTS 222 ITEM 18. FINANCIAL STATEMENTS 222 ITEM 19. EXHIBITS 222 PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION Definitions and terminology Unless indicated otherwise, or the context otherwise requires, references herein to “ArcelorMittal”, “we”, “us”, “our”, “ArcelorMittal Group”, “Group” and the “Company” or similar terms are to ArcelorMittal S.A consolidated with its subsidiaries. References to “ArcelorMittal S.A.”, “ArcelorMittal parent” or “parent of ArcelorMittal” are to ArcelorMittal S.A., formerly known as Mittal Steel Company N.V. (“Mittal Steel”), having its registered office at 24-26, Boulevard d’Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg. ArcelorMittal’s principal operating subsidiaries, categorized by reporting segment and location, are listed below. For the purposes of this annual report, the names of the following ArcelorMittal subsidiaries as abbreviated below will be used where applicable. Name of Subsidiary Abbreviation Country NAFTA ArcelorMittal Dofasco G.P. ArcelorMittal Dofasco Canada ArcelorMittal México S.A. de C.V. ArcelorMittal Mexico Mexico ArcelorMittal USA LLC ArcelorMittal USA USA ArcelorMittal Long Products Canada G.P. ArcelorMittal Long Products Canada Canada Brazil and neighboring countries ("Brazil") ArcelorMittal Brasil S.A. ArcelorMittal Brasil Brazil Acindar Industria Argentina de Aceros S.A. Acindar Argentina Europe ArcelorMittal France S.A.S.1 ArcelorMittal France France ArcelorMittal Belgium N.V. ArcelorMittal Belgium Belgium ArcelorMittal España S.A. ArcelorMittal España Spain ArcelorMittal Flat Carbon Europe S.A. AMFCE Luxembourg ArcelorMittal Poland S.A. ArcelorMittal Poland Poland ArcelorMittal Eisenhüttenstadt GmbH ArcelorMittal Eisenhüttenstadt Germany ArcelorMittal Bremen GmbH ArcelorMittal Bremen Germany ArcelorMittal Méditerranée S.A.S. ArcelorMittal Méditerranée France ArcelorMittal Belval & Differdange S.A. ArcelorMittal Belval & Differdange Luxembourg ArcelorMittal Hamburg GmbH ArcelorMittal Hamburg Germany ArcelorMittal Duisburg GmbH ArcelorMittal Duisburg Germany ArcelorMittal International Luxembourg S.A. ArcelorMittal International Luxembourg Luxembourg ArcelorMittal Italia S.p.A. ArcelorMittal Italia Italy Africa and Commonwealth of Independent States ("ACIS") ArcelorMittal South Africa Ltd. ArcelorMittal South Africa South Africa JSC ArcelorMittal Temirtau ArcelorMittal Temirtau Kazakhstan PJSC ArcelorMittal Kryvyi Rih ArcelorMittal Kryvyi Rih Ukraine Mining ArcelorMittal Mining Canada G.P. and ArcelorMittal Infrastructure ArcelorMittal Mines and Infrastructure Canada Canada G.P. Canada ("AMMC") ArcelorMittal Liberia Ltd ArcelorMittal Liberia Liberia JSC ArcelorMittal Temirtau ArcelorMittal Temirtau Kazakhstan PJSC ArcelorMittal Kryvyi Rih ArcelorMittal Kryvyi Rih Ukraine 1. On July 1, 2019, ArcelorMittal Atlantique et Lorraine
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