Table of Contents Management report Company overview 4 Business overview 5 Disclosures about market risk 41 Group organizational structure 45 Key transactions and events in 2018 47 Recent developments 49 Corporate governance 50 Luxembourg takeover law disclosure 87 Additional information 89 Chief executive officer and chief financial officer’s responsibility statement 92 Consolidated financial statements for the year ended December 31, 2018 93 Consolidated statements of operations 94 Consolidated statements of other comprehensive income 95 Consolidated statements of financial position 96 Consolidated statements of changes in equity 97 Consolidated statements of cash flows 98 Notes to the consolidated financial statements 100 Report of the réviseur d’entreprises agréé - consolidated financial statements 216 Risks related to the global economy and the mining and steel industry 223 Mining 241 4 Management report Company overview ArcelorMittal’s steel-making operations have a high degree of geographic diversification. Approximately 38% of its crude History and development of the Company steel is produced in the Americas, approximately 48% is produced in Europe and approximately 14% is produced in ArcelorMittal is the world’s leading integrated steel and other countries, such as Kazakhstan, South Africa and mining company. It results from the merger in 2007 of its Ukraine. In addition, ArcelorMittal’s sales of steel products predecessor companies Mittal Steel Company N.V. and are spread over both developed and developing markets, Arcelor, each of which had grown through acquisitions over which have different consumption characteristics. many years. Since its creation ArcelorMittal has ArcelorMittal’s mining operations, present in North and experienced periods of external growth as well consolidation South America, Africa, Europe and the CIS region, are and deleveraging (including through divestments), the latter integrated with its global steel-making facilities and are in particular during the years following the global financial important producers of iron ore and coal in their own right. and economic crises of 2008-2010. In recent years ArcelorMittal has punctuated its overall deleveraging focus Products: ArcelorMittal produces a broad range of high- with targeted acquisitions. These have included the quality finished and semi-finished steel products (“semis”). acquisition through a joint venture of the Calvert plant in the Specifically, ArcelorMittal produces flat steel products, United States in 2014 and, in 2018 the acquisition of including sheet and plate, and long steel products, including Votorantim S.A.'s long business in Brazil and Ilva in Italy, bars, rods and structural shapes. In addition, ArcelorMittal Europe's largest single steel site. Most recently the produces pipes and tubes for various applications. Company is poised (subject to favorable resolution of legal ArcelorMittal sells its steel products primarily in local challenges) to acquire ESIL (via a joint venture with markets and through its centralized marketing organization NSSMC), its bid having been selected by ESIL’s committee to a diverse range of customers in approximately 160 of creditors. For more information on the key transactions countries including the automotive, appliance, engineering, carried out in 2018, see “—Key transactions and events in construction and machinery industries. The Company also 2018” below. produces various types of mining products including iron ore lump, fines, concentrate and sinter feed, as well as coking, ArcelorMittal's success is built on its core values of PCI and thermal coal. sustainability, quality and leadership and the entrepreneurial boldness that has empowered its emergence as the first As a global steel producer, the Company is able to meet the truly global steel and mining company. Acknowledging that a needs of different markets. Steel consumption and product combination of structural issues and macroeconomic requirements clearly differ between developed markets and conditions will continue to challenge returns in its sector, the developing markets. Steel consumption in developed Company has adapted its footprint to the new demand economies is weighted towards flat products and a higher realities, redoubled its efforts to control costs and value-added mix, while developing markets utilize a higher repositioned its operations with a view toward outperforming proportion of long products and commodity grades. To meet its competitors. ArcelorMittal’s research and development these diverse needs, the Company maintains a high degree capability is strong and includes several major research of product diversification and seeks opportunities to centers as well as strong academic partnerships with increase the proportion of higher value-added products in its universities and other scientific bodies. product mix. Against this backdrop, ArcelorMittal's strategy is to leverage Automotive focus: ArcelorMittal has a leading market share four distinctive attributes that will enable it to capture leading in its core markets in the automotive steel business and is a positions in the most attractive areas of the steel industry’s leader in the fast-growing advanced high strength steels value chain, from mining at one end to distribution and first- segment. ArcelorMittal is the first steel company in the world stage processing at the other: global scale and scope; to embed its own engineers within an automotive customer superior technical capabilities; a diverse portfolio of steel to provide engineering support. The Company begins and related businesses, one of which is mining; and working with original equipment manufacturers (“OEMs”) as financial capabilities. early as five years before a vehicle reaches the showroom, to provide generic steel solutions, co-engineering and help Geography: ArcelorMittal is the largest steel producer in the with the industrialization of the project. In November 2016, Americas, Africa and Europe and is the fifth largest steel ArcelorMittal introduced a new generation of advanced high producer in the CIS region. ArcelorMittal has steel-making strength steels, including new press hardenable steels and operations in 19 countries on four continents, including 48 martensitic steels. Together, these new steel grades aim to integrated and mini-mill steel-making facilities. As of help automakers further reduce body-in-white weight to December 31, 2018, ArcelorMittal had approximately improve fuel economy without compromising vehicle safety 209,000 employees. or performance. In November 2017, ArcelorMittal launched the second generation of its iCARe® electrical steels. Management report 5 iCARe® steel grades play a central role in the construction looking statements made in this annual report or elsewhere of electric motors. as a result of new information, future events or otherwise, except as required by applicable laws and regulations. A Mining Value Chain: ArcelorMittal has a significant portfolio detailed discussion of principal risks and uncertainties which of raw material and mining assets. In 2018, approximately may cause actual results and events to differ materially from 49% of ArcelorMittal’s iron-ore requirements and such forward-looking statements is included in the section approximately 12% of its PCI and coal requirements were titled “Risk related to the global economy and the mining supplied from its own mines. The Company currently has and steel industry”. The Company undertakes no obligation iron ore mining activities in Brazil, Bosnia, Canada, to update or revise publicly any forward-looking statements Kazakhstan, Liberia, Mexico, Ukraine and the United States. whether because of new information, future events, or The Company currently has coal mining activities in otherwise, except as required by securities and other Kazakhstan and the United States. applicable laws. In addition, ArcelorMittal produces substantial amounts of Corporate and other information direct reduced iron, or DRI, which is a scrap substitute used in its mini-mill facilities to supplement external metallics ArcelorMittal is a public limited liability company (société purchases. ArcelorMittal is also a significant producer of anonyme) that was incorporated for an unlimited period coke, which is produced from metallurgical coal and is a under the laws of the Grand Duchy of Luxembourg on critical raw material for steel-making, satisfying 91% of its June 8, 2001. ArcelorMittal is registered at the R.C.S. coke needs through its own production facilities. Luxembourg under number B 82.454. ArcelorMittal’s facilities have good access to shipping facilities, including through ArcelorMittal’s own, or partially The mailing address and telephone number of owned, 15 deep-water port facilities and linked railway ArcelorMittal’s registered office are: sidings. ArcelorMittal ArcelorMittal has its own downstream steel distribution 24-26, Boulevard d’Avranches business, primarily run through its Europe segment. It also L-1160 Luxembourg provides value-added and customized steel solutions Grand Duchy of Luxembourg through additional processing activities to meet specific Telephone: +352 4792-1 customer requirements. ArcelorMittal’s agent for U.S. federal securities law Cautionary statement regarding forward-looking purposes is: statements This annual report and the documents incorporated by ArcelorMittal USA LLC reference in this annual report contain forward-looking 1 South Dearborn Street, 19th floor statements based on estimates