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ArcelorMittal
Luxembourg:
19, Avenue de la Liberté
L-2930 Luxembourg
Grand-Duchy of Luxembourg
T: +352 4792 2652
London:
7th Floor, Berkeley Square House
Berkeley Square
London W1J 6DA
United Kingdom
www.arcelormittal.com
01 Our Philosophy
02 Financial Highlights
04 Message from the Chairman and CEO
08 Questions for the Group Management Board
14 2009 Highlights
16 Board of Directors
20 Senior Management
24 Business Strategy
28 Corporate Responsibility
42 Global Presence
48 Operational Review
58 Liquidity
62 Market Information
66 Corporate Governance
76 Share Capital and Voting Rights
78 Group Structure
80 Additional Information about ArcelorMittal
Disclaimer
In this Annual Report, ArcelorMittal has made, and will continue to make,
forward-looking statements with respect to, amongst other things, 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 words or phrases such as ‘anticipates’, ‘intends’, ‘expects’,
‘plans’, ‘believes’, or ‘estimates’, or words or phrases with similar meaning. The
actual results may differ materially from those implied by such forward-looking
statements on account of known and unknown risks and uncertainties, including,
without limitation, the risks described in this Annual Report.
ArcelorMittal does not make any representation, warranty or prediction that the
results anticipated by such forward-looking statements will be achieved. Such
forward-looking statements represent, in each case, only one of many possible
scenarios and should not be viewed as the most likely or standard scenario.
ArcelorMittal undertakes no obligation to publicly update its forward-looking
statements, whether as a result of new information, future events or otherwise. Photography: ArcelorMittal Photo Library; ArcelorMittal University; Liu Chao from Sohu; istockphoto;
Unless indicated otherwise, or the context otherwise requires, references wide.lu.
herein to ‘ArcelorMittal’, the ‘Group’ and the ‘Company’ or similar terms are to Designed and produced by www.thoburns.com (United Kingdom).
ArcelorMittal, société anonyme, having its registered office at 19, avenue de Printed by Royle Print, London.
la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg, and, where the
context requires, its consolidated subsidiaries. Copyright 2010 ArcelorMittal.
ArcelorMittal Annual Report 2009
Our Philosophy 01
Our Philosophy
ArcelorMittal’s core philosophy The Company’s leadership position in the That is why we have a strong focus on
is to produce Safe, Sustainable, Steel. steel industry is the result of a consistent Corporate Responsibility. This is evidenced
Safety is the Company’s top priority. management strategy that focuses on in numerous areas, for example the
Our safety performance has improved product diversity, geographic reach and Company’s efforts to develop breakthrough
consistently over the last three years, vertical integration – both into raw material steelmaking technologies, our leadership of
production, designed to minimize risk the steel industry’s Ultra Low Carbon Steel
most recently by 25% in 2009,
caused by economic cycles, and (ULCOS) program and the global activities
and we will continue to target our
downstream distribution, providing of the ArcelorMittal Foundation.
ultimate goal of zero accidents. value-added and customized steel solutions
No discussion of the Group’s philosophy
through further processing to meet specific
would be complete without reference to
customer requirements. Our customers are
our employees. The Company is only as
the heart of our business. We collaborate
good as its people, and our journey through
closely with them to ensure that we evolve
the crisis was helped by their efforts,
and develop our products in line with their
flexibility and understanding.
continually changing needs.
ArcelorMittal is committed to its promise
of ‘transforming tomorrow’ and the three
values that underpin it – Sustainability,
Quality and Leadership. These values shape
our behavior. We recognize that the
Company has a duty to its stakeholders
to operate in a responsible and transparent
manner and to safeguard the wellbeing
of all its stakeholders, including employees,
contractors and the communities in which
it operates.
Financial Highlights
Sales ($ million)
2009 65,110
2008 124,936
Shipments (million tonnes)
2009 71.1
2008 101.7
Net Income1 ($ million)
2009 118
2008 9,4462
Basic Earnings per Share ($)
2009 0.08
2008 6.842
1
Excluding non-controlling interests. 6
EU15 includes Austria, Belgium, Denmark,
2
As required by IFRS, the 2008 information has been Finland, France, Germany, Greece, Ireland,
adjusted retrospectively for the finalization in 2009 Italy, Luxembourg, the Netherlands, Portugal,
of the allocation of purchase price of acquisitions Spain, Sweden and the United Kingdom.
made in 2008 (see Note 3 to ArcelorMittal’s 7
EU27 includes the EU15 countries plus Bulgaria,
consolidated financial statements). Cyprus, Czech Republic, Estonia, Hungary,
3
Shipments originating from a geographical location. Latvia, Lithuania, Malta, Poland, Romania,
4
Includes tubular business. Slovakia and Slovenia.
5
Full Time Equivalent.
ArcelorMittal Annual Report 2009
Financial Highlights 03
7 1
Number of employees5 at December 31, 2009 according to segments 6
5 2
Segment Total %
1 Flat Carbon Americas 29,248 10.4
2 Flat Carbon Europe 58,965 20.9
3 Long Carbon Americas and Europe 63,693 22.6
4 AACIS 92,910 33.0
5 Stainless Steel 11,135 3.9 3
6 Steel Solutions and Services 17,409 6.2
7 Other activities 8,343 3.0
Total 281,703 100 4
8 1
Allocation of employees5 at December 31, 2009 according to geographic location 7
Dear Shareholders,
It will come as no surprise to you that
2009 was not only the most challenging
year since the creation of ArcelorMittal
but also the most difficult period that
many of us will have experienced in
our business lives. Enough has been
written on the causes of the global
financial crisis that there is little point
in elaborating further here. Suffice to say
that what started with problems in the
financial sector sparked a chain reaction
that spilled over into the global economy,
resulting in considerable challenges
for our Company – a number of which
I outlined to you in last year’s report.
ArcelorMittal Annual Report 2009
Message from the Chairman and CEO 05
The fundamental issue for ArcelorMittal on to the qualities that drove their success
was the substantial drop in steel in the first place. The management
demand, further exacerbated by a period of this Company has always placed great
of considerable de-stocking throughout emphasis on maintaining the entrepreneurial
the steel supply chain. At the bottom spirit that enabled us to become the world’s
of the cycle these combined factors leading steel company. Therefore, we have
resulted in a drop in apparent demand both the scale to optimize production
of approximately 50%. through temporary curtailments and
the agility to respond quickly to changing
Clearly this impacted the financial
circumstances. The ability to execute
results for the year. Revenues dropped
rapidly is as important as the actual
to $65.1 billion and net income dropped
decision. Cutting production approximately
to $0.1 billion.
50% at the worst point of the crisis –
Whilst these numbers are disappointing as our Company did - was unprecedented
– particularly when compared with results and very painful. However, it accelerated
of the preceding years – it is a testament the required de-stocking period and
to the Company and its stakeholders also resulted in fixed cost savings of
that we recorded a marginal net income $9.4 billion. Out of this, sustainable
during such a difficult year. After a very management gains savings reached
challenging first half, we returned to $2.7 billion by close of the fourth quarter
profitability in the third quarter and of 2009, due to industrial optimization.
subsequently improved on this in the Additionally, we conserved cash by
fourth quarter as inventories stabilized, reducing capital expenditures, temporarily
customers resumed buying and prices putting almost all growth projects on hold
began to rise – albeit from low levels. and aggressively reducing working capital.
I am also pleased with the progress Regrettably, we also had to implement
in Health and Safety that we achieved a Voluntary Separation Scheme across
in 2009. Health and Safety has remained the Group. This is not a decision that
the absolute priority for the Company and management took lightly, but we are
is a critical component of our philosophy pleased that we were able to achieve
to produce Safe, Sustainable, Steel. Our the necessary reductions in our workforce
Lost Time Injury Frequency Rate (LTIFR), without implementing forced redundancies.
which is the most important statistic we I would like to take this opportunity
track to assess our progress in this area, to thank our employees and trade unions
continued to improve, falling from 2.5 per across the world for understanding
million hours worked in 2008 to 1.9 in the severity of the situation, engaging
2009 for both steel and mining. This is with us in frank and open discussions Looking ahead to the remainder
good progress, but we will not be satisfied and enabling us to find the right solutions of 2010, I am certainly more optimistic
until we have reached our ultimate goal at our plants. than I was 12 months ago.
of Journey to Zero. To leverage best The crisis has been very difficult
As part of our three Cs strategy during
practices and improve the Health and for all of us. But it has also acted
the crisis, we also set ourselves a number
Safety performance across the Group, as a catalyst to make many positive
of key financial targets:
we initiated in 2009 a program to commit
and necessary changes that will
additional resources for the development •A $10 billion reduction of net debt1
of specific programs to improve safety by the end of 2009 from the debt level see us emerge as a stronger,
performance at 12 top priority sites. at the end of the third quarter of 2008; leaner and more robust organization.
We have set ourselves a further LTIFR •Management gains of $5 billion over
reduction target for 2010. four years including selling, general and
administrative savings with $2 billion
In general, whilst none of us would wish
to be achieved by the end of 2009;
to go through a similar period again,
•A reduction of the working capital rotation
I am pleased with the way in which
to a targeted range of 75-85 days.
ArcelorMittal weathered the crisis.
Within the first few weeks after the
collapse of Lehman Brothers, our Company
rallied around a crisis strategy that focused
on what we called the three Cs: Cash, Cost
and Customers. Our ability to implement
this strategy swiftly and decisively was
underpinned not only by our global scale
and scope, but also by the spirit and culture
of the Company. A well-known challenge
for fast-growing businesses is to hold
1
Net debt is defined as long-term debt plus
short-term debt less cash and cash equivalents
and restricted cash.
ArcelorMittal Annual Report 2009
06 Message from the Chairman and CEO
We have outperformed on all three Perhaps the most interesting outcome will emanate, and we will remain focused
aspects. $2.7 billion of management gains from the recent crisis is the increasing on these markets as the principal growth
have already been achieved by year end importance the developing economies regions for our Company’s strategy.
with the target of $5 billion over four years have in the global economy. The growing
Although growth will come from the
still being relevant. Net debt by the end influence of these economies is of course
developing economies, our operations
of 2009 was $18.8 billion – a reduction not a new trend; we have been talking
in the developed markets will always be
of $13.7 billion from $32.5 billion at the about the rise of the so-called ‘BRICs1’
an essential core of our Group, not least
end of the third quarter of 2008. and other emerging economies for some
because they are the innovative heart
This reduction was achieved through years now. Nevertheless their resilience
of the Company and have a key role to play
a combination of cash flow generated in the face of financial crisis and the speed
in expanding the possibilities of steel.
by working capital release, the equity at which they have resumed their growth
Innovation has always played a critical role
portion ($3.9 billion) of the $13.1 billion paths took many by surprise – evidence
in the development of the steel industry -
raised by our successful fundraisings of the significant role they now occupy
and never more so than in today’s
in the capital markets, and a number in the global economy. Whilst per capita
increasingly environmentally-focused
of other non-recurring factors. In regard GDP2 in these economies still considerably
world. Every business faces pressure
to working capital, rotation days improved lags that of their more developed
to reduce its CO2 emissions and this
from 96 days in December 2008 to counterparts, the massive populations
is particularly true for the steel industry,
63 days in December 2009. These are in countries such as India and China imply
which relies on carbon to reduce iron ore
excellent achievements, particularly in such that these countries will at some stage
in a fundamental chemical process
a difficult year. We therefore ended the in this century be rivals for the position
for which no alternative currently exists.
year not only with the worst of the crisis of the largest economy in the world.
Nevertheless, steel is by nature the
behind us but with a much strengthened That they still have a long journey to make
most sustainable of all materials and
balance sheet and strong liquidity. only further confirms their considerable
ArcelorMittal intends to play a leading role
long-term potential.
Writing to you now, I can say with some in further strengthening the future of steel
conviction that we are through the worst. This bodes well for ArcelorMittal, which by improving the characteristics of the
Whilst this is very welcome, we must not has long embraced growth in the product. Our Company is very active
mislead ourselves that there will be a swift developing economies as a cornerstone in addressing this challenge, both in terms
return to the buoyant levels of growth of its strategy. We have a significant of researching new breakthrough
that we had become accustomed to in presence in Brazil, South Africa and Eastern steelmaking processes such as ULCOS
recent years. Although the major developed Europe, including Ukraine and Kazakhstan. and through developing new and more
economies have now formally emerged And our largest and most ambitious energy-efficient products – thereby
from recession and manufacturing is again expansion projects are our potential continually broadening the product scope
showing signs of growth, the reality is that greenfield plants in India. As we start to that is a second pillar of our Company’s
actual growth and growth forecasts for the resume growth expenditure once again, strategy. To contribute to CO2 emissions
coming year remain low. It will be some this will also be focused on these reduction through lighter vehicles, we
time until we return to pre-crisis levels. economies. Two notable examples are Saudi continue to develop innovative ultra
Arabia where we signed in 2007 a joint high-strength steels that will bring major
venture agreement with the Bin Jarallah environmental benefits in reducing the
Group for the design and construction weight of some automotive parts up to
of a seamless tube mill, and Brazil where 30%. Our expertise in Advanced High
we plan to expand capacity at the Strength Steels (AHSS) is being further
Monlevade plant with the construction applied in our ‘S-in motion’ project to
of a second blast furnace. Also, in 2008, produce new solutions that will reduce the
we started two joint venture projects in weight of a 2008 reference vehicle by
China with Hunan Valin Iron & Steel Group, 20%, while maintaining the safety and
related to electrical steel (Valin performance that only steel can provide.
ArcelorMittal Electrical Steel) and Such continuous innovation is also
automotive steel (Valin ArcelorMittal demanded by our customers, with whom
Automotive Steel). These are the regions we maintain a regular and close dialogue to
from which long-term steel demand ensure we are able to meet their
1
BRICs refers to Brazil, Russia, India and China.
2
GDP refers to Gross Domestic Product.
3
Effective January 1, 2010.
ArcelorMittal Annual Report 2009
Message from the Chairman and CEO 07
challenging requirements like the Finally, I would like to take this opportunity
development of industrial gas cylinders to thank all our stakeholders for the loyalty
with 30% weight reduction. In spite of the they have shown us during these difficult
crisis, we did not reduce Research and times. A company cannot thrive and grow
Development (R&D) spending, and in 2009 without the support of its stakeholders;
we invested $253 million into this area. and this year has reinforced not only this
point but also the importance of stakeholder
The other strategic component of our
dialogue. I would also like to take the
business which has been reinforced through
opportunity to welcome Luxembourg
the crisis is the importance of our mining
Economy and Foreign Trade Minister Jeannot
operations. ArcelorMittal has long favored
Krecké to the Board of Directors, who brings
an integrated business model and we firmly
along his extensive knowledge in economic
believe that self-sufficiency in key raw
and European Union matters.
materials provides a competitive advantage
that will continue to be enhanced over time.
In 2009, our self-sufficiency was 64%
in iron ore and 21% in metallurgical coal,
To our employees, customers,
although these numbers also reflect the
impact of significantly lower steel production
suppliers, the trade unions, shareholders,
during the year because of the crisis.
But we have ambitious plans to continue
my colleagues on the Group
to expand in this area and increase our own
levels of production. As a sign of the
Management Board and Management
increasing importance of this side of the Committee and of course the Board
business, we have appointed Peter Kukielski
to join3 the Group Management Board of Directors – thank you for your
as Senior Executive Vice President and
Head of Mining. His extensive experience understanding, support and loyalty.
and leadership will further strengthen the
foundations to become a truly integrated The Company has come through
global steel production and mining business.
Even as we focus on improving our business
a very difficult period; but the worst
performance, it is critical that we continue is now behind us and, as the recovery
to live up to the responsibility we have
as a leading global company. This means takes shape, we will continue
continuing to implement and improve our
Corporate Responsibility program in all to further define ourselves as the
countries where we operate. During 2009
we published our second full Corporate world’s leading steel company.
Responsibility report, ‘How will we achieve
safe sustainable steel?’ I am pleased that
this report, which documented our
responsibilities in four distinct areas and
defined targets for which we will hold
ourselves accountable, has been well
received by our stakeholders. This acts
Lakshmi N. Mittal
as a benchmark against which we will hold Chairman and CEO
ourselves accountable. The follow-up
report, ‘Our progress towards Safe
Sustainable Steel’ will be published shortly.
Looking ahead to the remainder of 2010,
I am certainly more optimistic than I
was 12 months ago. The crisis has been
very difficult for all of us. But it has also acted
as a catalyst to make many positive and
necessary changes that will see us emerge
as a stronger, leaner and more
robust organization.
ArcelorMittal Annual Report 2009
08 Questions for the Group Management Board
Questions
for the
Group
Management
Board
ArcelorMittal Annual Report 2009
Questions for the Group Management Board 09
GMB members from left to right: When ArcelorMittal was created, Sudhir Maheshwari: Our experience
Peter Kukielski the Company characteristically of navigating through the most challenging
Sudhir Maheshwari business environment has reinforced more
Aditya Mittal
made some bold statements
about what it wanted to stand for. than ever the significance of ArcelorMittal’s
Gonzalo Urquijo
Coming out of the crisis, does the brand values, Sustainability, Quality
Lakshmi N. Mittal
Christophe Cornier Company still hold the same values? and Leadership. Focusing on customer
Michel Wurth service, the quality of our products and
Aditya Mittal: The purpose of our values services, and still being prepared to lead
Davinder Chugh
is to set standards that the Company with bold strategic thinking, we were
should maintain during all aspects of the able to take the right decisions and emerge
economic cycle. This is not always easy stronger from the crisis. I believe we
to do, particularly in the midst of the worst have lived by the ArcelorMittal values.
crisis for many years, but we have worked
hard to maintain our values and ensure How is the Company’s business
they are still relevant to the business and model evolving? Is it still a global,
our people. That doesn’t mean that we diversified, integrated model?
haven’t had to take some very tough Davinder Chugh: We continue with
decisions to adapt. And as a result of these our three-dimensional business strategy
decisions some things have changed. For of geographical and product diversification,
example we are leaner, more cost focused as well as expanding our footprint along
and more targeted on our growth projects. the value chain. Going forward, our growth
Change is always difficult, but we’ve projects will be more focused towards
shown leadership, and as a result I believe clear long-term growth markets such
we’re now a better and stronger company. as the BRICs, as well as enlarging our
Gonzalo Urquijo: We continue to live footprint on the steel value chain through
and work by our values, but we have further backward integration and enhancing
had to adapt. Before the crisis, we saw our distribution solutions. Our policy
leadership in terms of growth and size. of backward integration was vindicated
Now the emphasis is on cost leadership, as captive raw material sources helped
quality and customer service. Our target us sustain the business through the crisis.
is still to be the most admired steel Michel Wurth: The importance of a global
company. We have had to make difficult model was demonstrated in the crisis.
decisions in the past year but we have been We did not abandon any single market
careful to make them in accordance with or country where we have production.
our values, maintaining a social partnership It remains the key going forward. In 2010,
with our workforce. And we improved it is clear that developing countries will
the sustainability of our business – do best, and we want to tap into that
and of all our stakeholders – going forward. growth. As for integration, we continue to
make our value chain as long as possible –
Since January 1st, 2010, the Group from upstream integration to downstream
distribution and steel processing. The ability
Management Board (GMB) has to source a lot more of our raw materials
in-house gives us a distinct advantage
been comprised of eight members: over the competition.
2009 Highlights
1
For information about additional
Increase
infrastructure interests in Liberia and
on a regular basis. Guinea within a joint venture.
Board of Directors
Lakshmi N. Mittal, 59, is the Chairman Mr. Mittal began his career working In September 2008, Mr. Mittal was chosen
and CEO of ArcelorMittal. Mr. Mittal founded in the family’s steelmaking business in India, for the third ‘Forbes Lifetime Achievement
Mittal Steel Company (formerly the LNM and has over 30 years of experience working Award’, which honors heroes of entrepreneurial
Group) in 1976 and guided its strategic in steel and related industries. In addition capitalism and free enterprise.
development, culminating in the merger to forcing the pace of industry consolidation,
Mr. Mittal was born in Sadulpur in Rajasthan,
with Arcelor, agreed in 2006, to found the he has also championed the development
India on June 15, 1950. He graduated
world’s largest steelmaker. Since the merger, of integrated mini-mills and the use of DRI
from St Xavier’s College in Kolkata where
Mr. Mittal has led a successful integration, as a scrap substitute for steelmaking.
he received a Bachelor of Commerce degree.
establishing ArcelorMittal as one of the Following the transaction combining Ispat
Mr. Mittal is married to Usha Mittal,
world’s foremost industrial companies. International and LNM Holdings to form
and has a son, Aditya Mittal and a daughter,
He is widely recognized for the leading role Mittal Steel in December 2004, together
Vanisha Mittal Bhatia.
he has played in restructuring the steel with the simultaneous announcement
industry towards a more consolidated and of the acquisition of International Steel Lewis B. Kaden, 67, is the Lead Independent
globalized model. Mr. Mittal is an active Group in the United States to form the world’s Director of ArcelorMittal. He has approximately
philanthropist and a member of various trusts then-leading steel producer, Mr. Mittal 40 years of experience in corporate
and boards, including the boards of directors was awarded Fortune magazine’s ‘European governance, financial services, dispute
of Goldman Sachs, EADS and ICICI Bank Businessman of the Year 2004’. resolution and economic policy. He is
Limited. He is also a member of the Foreign currently Vice Chairman of Citigroup.
In 1996, Mr. Mittal was awarded ‘Steelmaker
Investment Council in Kazakhstan, the Prior to that, he was a partner of the law
of the Year’ by New Steel in the United
International Investment Council in South firm Davis Polk & Wardwell, and served
States and the ‘Willy Korf Steel Vision Award’
Africa, the Investors’ Council to the Cabinet as Counsel to the Governor of New Jersey,
by World Steel Dynamics in 1998 for
of Ministers of Ukraine, the World Economic as a Professor of Law at Columbia
outstanding vision, entrepreneurship,
Forum’s International Business Council, University and as director of Columbia
leadership and success in global steel
the World Steel Association’s Executive University’s Center for Law and Economic
development. Following the creation
Committee and the Presidential International Studies. He has served as a director
of ArcelorMittal, Mr. Mittal was awarded
Advisory Board of Mozambique. He also of Bethlehem Steel Corporation for ten
‘Business Person of 2006’ by the
sits on the Advisory Board of the Kellogg years and is currently Chairman of the
Sunday Times, ‘International Newsmaker
School of Management in the United States. Board of Directors of the Markle
of the Year 2006’ by Time Magazine
Foundation. He is a member of the Council
and ‘Person of the Year 2006’ by the
on Foreign Relations and has been a
Financial Times for his outstanding business
moderator of the Business-Labor Dialogue.
achievements. In January 2007, Mr. Mittal
Mr. Kaden is a magna cum laude graduate
was presented with a fellowship from
of Harvard College and of Harvard Law
King’s College London, the college’s
School. He was the John Harvard Scholar
highest award. He also received the 2007
at Emmanuel College, Cambridge
Dwight D Eisenhower Global Leadership
University. Mr. Kaden’s principal duties
Award, the Grand Cross of Civil Merit from
and responsibilities as Lead Independent
Spain and was named AIST Steelmaker
Director are as follows:
of the Year. In January 2008, Mr. Mittal was
awarded the Padma Vibhushan, India’s second
highest civilian honor, by the President of India.
ArcelorMittal Annual Report 2009
18 Board of Directors
Narayanan Vaghul Wilbur L. Ross, Jr François Pinault José Ramón Álvarez Rendueles
• Co-ordination of activities Narayanan Vaghul, 73, has over 50 years Private Capital, Ohizumi Manufacturing
of the other Independent Directors; of experience in the financial sector. Company in Japan, International Textile
• Liaison between the Chairman He was the Chairman of ICICI Bank Limited Group, International Coal Group and of
and the other Independent Directors; between 2002 and April 2009. Previously, American Home Mortgage Servicing Inc.
• Calling meetings of the Independent he served as the Chairman of the Industrial Mr. Ross is a Board member of the
Directors when necessary and Credit and Investment Corporation of India, Turnaround Management Association,
appropriate; and a long-term credit development bank Nikko Electric in Japan, Clarent Hospital
• Such other duties as are assigned for 17 years and, prior to that, served Corp. and International Automotive
from time to time by the Board as Chairman of the Bank of India and Components. He also serves as a Director
of Directors. Executive Director of the Central Bank to Compagnie Européenne de Wagons SARL
of India. He was chosen as Businessman (Luxembourg), Wagon PLC (UK), the Japan
Vanisha Mittal Bhatia, 29, was appointed
of the Year in 1992 by Business India and Society, the Whitney Museum of American
as a member of the LNM Holdings Board
has served as a consultant to the World Art and the Yale School of Management.
of Directors in June 2004. Mrs. Vanisha
Bank, the International Finance Corporation Previously, Mr. Ross served as the
Mittal Bhatia was appointed to Mittal
and the Asian Development Bank. Mr. Vaghul Executive Managing Director at Rothschild,
Steel’s Board of Directors in December
was also a visiting Professor at the Stern the investment banking firm, from October
2004. She has a Bachelor of Arts degree
Business School at New York University. 1974 to March 2000 and as Chairman of
in Business Administration from the
Mr. Vaghul is Chairman of the Indian Institute the Smithsonian Institution National Board.
European Business School and has
of Finance Management & Research and
completed corporate internships at François Pinault, 73, set up his first company
is also a Board member of various other
Mittal Shipping Ltd., Mittal Steel Hamburg in 1963, in the timber business.
companies, including Wipro, Mahindra &
GmbH and an Internet-based venture In 1988, the Pinault Group was listed on the
Mahindra, Nicholas Piramal India, Apollo
capital fund. She is the daughter of Paris stock exchange. Renamed PPR, the
Hospitals and Himatsingka Seide. Narayanan
Mr. Lakshmi N. Mittal. company founded by François Pinault
Vaghul was awarded the Padma Bhushan,
is today led by his son François Henri Pinault,
the third highest civilian honor in India.
has two major activities:
The award will be formally conferred in
April 2010 by the President of India. • Retail business with CFAO, a leading
distributor of household goods,
Wilbur L. Ross, Jr., 72, has served as
La Redoute, a leader in mail order trading,
the Chairman of the ISG Board of Directors
La FNAC, a leading retailer of cultural
since ISG’s inception. Mr. Ross is the
products in Europe, and Puma, a leader in
Chairman and Chief Executive Officer
sports products;
of WL Ross & Co. LLC, a merchant banking
• L uxury goods business with Gucci Group,
firm, a position that he has held since
the second biggest luxury group in the
April 2000. Mr. Ross is also the Chairman
world with famous brands such
and Chief Executive Officer of WLR
as Gucci, Yves Saint-Laurent, Bottega
Recovery Fund L.P., WLR Recovery Fund II
Veneta, Sergio Rossi, Boucheron,
L.P., Asia Recovery Fund, Asia Recovery
Stella McCartney, Alexander McQueen,
Fund Co-Investment, Nippon Investment
Bedat & Co and Balenciaga.
Partners and Absolute Recovery Hedge
Fund. Mr. Ross is also Chairman of Invesco
ArcelorMittal Annual Report 2009
Board of Directors 19
Jeannot Krecké John O. Castegnaro Antoine Spillmann H.R.H. Prince Guillaume de Luxembourg
At the same time, François Pinault set up Jeannot Krecké, 59, started his university Antoine Spillmann, 46, worked for leading
a separate structure in order to invest studies at the Université Libre de Bruxelles investment banks in London from
in companies with strong growth potential, in 1969, from which he obtained 1986 to 2000. He is an asset manager
but in sectors distinct from that of PPR. a degree in physical and sports education. and executive partner at the firm
Founded in 1992 and fully controlled He decided in 1983 to change Bruellan Wealth Management, an
by François Pinault and his family, Artemis professional direction. His interests led independent asset management company
controls the famous French vineyard him to retrain in economics, accounting based in Geneva. Mr. Spillmann studied
Chateau-Latour, the news magazine and taxation. Following the Luxembourg in Switzerland and London and holds
Le Point, the auction house Christie’s, legislative elections of June 13, 2004, degrees from the London Business
as well as part of the share capital of Vinci. Jeannot Krecké was appointed Minister School in Investment Management and
François Pinault also owns the Rennes of the Economy and Foreign Trade as well Corporate Finance.
Football Club and the Marigny Theatre. as Minister of Sports on July 31, 2004.
H.R.H. Prince Guillaume de Luxembourg,
As one of the largest collectors of Upon the return of the coalition
46, worked for six months at the
contemporary art, François Pinault acquired government formed by the Christian
International Monetary Fund in
the Palazzo Grassi in Venice in May 2005 Social Party (CSV) and the Luxembourg
Washington, DC, and spent two years
to display its art collection and to organize Socialist Workers’ Party (LSAP) as a result
working for the Commission of European
cultural events. He also acquired La Punta of the legislative elections of June 7,
Communities in Brussels. He studied
Della Dogana in Venice to set up a 2009, Jeannot Krecké retained the
at the University of Oxford in the
contemporary art center. His collection portfolio of Minister of the Economy
United Kingdom, and Georgetown
is also displayed outside Venice. and Foreign Trade on July 23, 2009.
University in Washington, DC, from which
From July 2004, Jeannot Krecké
José Ramón Álvarez Rendueles, 69, he graduated in 1987.
represented the Luxembourg government
has extensive experience in the financial,
on the Council of Ministers of the
economic and industrial sectors.
European Union in the Internal Market and
He is a former Governor of the Bank of
Industry sections of its Competitiveness
Spain and President of the Bank
configuration as well as on the Economic
Zaragozano. He is the President of the
and Financial Affairs Council and
Board of Directors of ArcelorMittal
in the Energy section of its Transport,
España, Peugeot España and Sanitas.
Telecommunications and Energy
He is also a retired full professor of public
configuration. He was also a member
finance at the Universidad Autónoma
of the Eurogroup from July 2004
de Madrid and a Director of Gestevisión
to June 2009.
Telecinco S.A., and Generali España.
John O. Castegnaro, 65, serves as
a representative of the employees
of ArcelorMittal. He is a member
of the Luxembourg Parliament and
Honorary Chairman of the Onhofhängege
Gewerkschaftsbond Lëtzebuerg
(OGB-L) trade union.
ArcelorMittal Annual Report 2009
20 Senior Management
Senior Management
Group Management Board
Aditya Mittal, CFO, Responsible This led to Mittal Steel emerging Michel Wurth, Responsible for Flat Europe,
for Flat Americas, M&A, Investor Relations, as the world’s largest and most global Steel Solutions and Services, Products
Strategy and Communications steel producer, growing its steelmaking Development and R&D, Global Customers
capacities fourfold. As CFO of Mittal
Aditya Mittal, 33, is Chief Financial Michel Wurth, 55, was previously
Steel, he also initiated and led Mittal Steel’s
Officer of ArcelorMittal with additional Vice President of the Group Management
offer for Arcelor to create the first 100
responsibility for M&A Business & Project Board of Arcelor and Deputy CEO,
million tonne plus steel company.
Development, Flat Americas, Strategy, with responsibility for Flat Carbon Steel
In 2008, Aditya Mittal was awarded
Investors Relations and Communications. Europe and Auto, Flat Carbon Steel Brazil,
‘European Business Leader of the Future’
Prior to the merger to create ArcelorMittal, Coordination Brazil, Coordination
by CNBC Europe. In 2009, he was
Aditya Mittal held the position of President Heavy Plate, R&D, NSC Alliance. The merger
also ranked 4th in the ‘40-under-40’ list
and CFO of Mittal Steel Company of Aceralia, Arbed and Usinor leading
of Forbes magazine. He is a member
from October 2004 to 2006. He joined to the creation of Arcelor in 2002 led
of the World Economic Forum’s Young
Mittal Steel in January 1997 and has to Michel Wurth’s appointment as Senior
Global Leaders Forum, the Young
held various finance and management Executive Vice President and CFO of
President’s Organization, a Board Member
roles within the company. In 1999, Arcelor, with responsibility over Finance and
at the Wharton School, a Board Member
he was appointed Head of Mergers Management by Objectives. Michel Wurth
at Bennett, Coleman & Co., a Board
and Acquisitions for Mittal Steel. In this joined Arbed in 1979 and held a variety of
Member at PPR and a member of
role, he led the company’s acquisition functions including Secretary of the Board
Citigroup’s International Advisory Board.
strategy, resulting in Mittal Steel’s of Directors, head of the Arbed subsidiary
Aditya Mittal holds a Bachelor’s degree
expansion into Central Europe, Africa Novar and Corporate Secretary, before
of Science in Economics with
and the United States. Besides the M&A joining the Arbed Group Management
concentrations in Strategic Management
responsibilities, Aditya Mittal was involved Board and becoming its Chief Financial
and Corporate Finance from the Wharton
in post-integration, turnaround and Officer in 1996. He was named Executive
School in Pennsylvania. Aditya Mittal
improvement strategies. Vice President in 1998. Michel Wurth holds
is the son of Mr. Lakshmi N. Mittal.
a law degree from the University of
Grenoble, a degree in Political Science from
the Institut d’Études Politiques de Grenoble
and a Master of Economics degree from
the London School of Economics.
ArcelorMittal Annual Report 2009
22 Senior Management
Gonzalo Urquijo, Responsible for Long Sudhir Maheshwari, Responsible for Christophe Cornier, Responsible for Asia,
Products, China, Stainless, Tubular Corporate Finance, M&A and Business Africa, Technology and Projects
Products, Corporate Responsibility: Development including India, and Risk
Christophe Cornier, 57, was previously
ArcelorMittal Foundation, Investment Management; Alternate Chairman of
a Member of the Management Committee
Allocation Committee (IAC) Chairman the Corporate Finance and Tax Committee
of ArcelorMittal, Responsible for
and Chairman of the Risk Management
Gonzalo Urquijo, 48, previously member Flat Carbon Western Europe. Prior to that,
Committee (reporting to CFO)
of the Group Management Board Christophe Cornier was responsible
and Senior Executive Vice President and Mr. Maheshwari, 46, was previously for Arcelor’s flat products activities
Chief Financial Officer of Arcelor, a Member of the Management Committee in Europe and for its worldwide automotive
held the following responsibilities: of ArcelorMittal, Responsible for Finance sector since December 2005, when he
Finance, Purchasing, IT, Legal Affairs, and M&A. Prior to this, he was Managing was appointed a member of the Arcelor’s
Investor Relations, Arcelor Steel Solutions Director, Business Development and Treasury Management Committee. In June 2005,
and Services, and other activities. at Mittal Steel from January 2005 until he was appointed head of Arcelor’s Client
Gonzalo Urquijo also held several other its merger with Arcelor in 2006 and Chief Value Team. Upon the creation of Arcelor
positions within Arcelor, including Deputy Financial Officer of LNM Holdings N.V. in 2002, he was named Executive
Senior Executive Vice President and from January 2002 until its merger with Vice-President of FCS Commercial Auto.
Head of the functional directorates Ispat International in December 2004. Before that, he was CEO of Sollac
of distribution. Until the creation of Arcelor Mr. Maheshwari has over 23 years of Mediterranée. In 1998, he was appointed
in 2002, when he became Executive experience in the steel and related industries. CEO of La Magona, after joining Sollac
Vice President of the Operational Unit He has played an integral and leading role Packaging as Managing Director in 1993.
South of the Flat Carbon Steel sector, in all acquisitions in recent years including In 1985 he joined Usinor, where he
Mr. Urquijo was CFO of Aceralia. Between the ArcelorMittal merger and turnaround was Business Development Director
1984 and 1992, he held a variety and integration thereof. He also plays a key and Chief Controller of Sollac. He began
of positions at Citibank and Crédit Agricole leading role in various corporate finance, his career with the French Ministry
before joining Aristrain in 1992 as CFO funding and capital market projects, of Industry, which he left as a Deputy
and later Co-CEO. Gonzalo Urquijo is a including the initial public offering in 1997 Director. Mr. Cornier is a graduate
graduate in Economics and Political Science and the various banking and public market of the École Polytechnique and the École
of Yale University and holds an MBA financing transactions since then. des Mines in Paris.
from the Instituto de Empresa in Madrid.
Over a 21-year career with ArcelorMittal,
he also held the positions of Chief Financial
Officer at Mittal Steel Europe S.A.,
Mittal Steel Germany and Mittal Steel Point
Lisas, and Director of Finance and M&A
at Mittal Steel. Mr Maheshwari also
serves on the Board of various subsidiaries
of ArcelorMittal. Mr. Maheshwari is an honors
graduate in accounting and commerce
from St. Xavier’s College, Calcutta
and a fellow of The Institute of Chartered
Accountants and The Institute of Company
Secretaries in India.
ArcelorMittal Annual Report 2009
Senior Management 23
Management Committee
Name Age1 Position
Bhikam Agarwal 57 Executive Vice President, Head of Finance
Vijay Bhatnagar 62 Executive Vice President, CEO India
Philippe Darmayan 57 Executive Vice President, CEO Steel Solutions and Services
Phil du Toit 57 Executive Vice President, Head of Mining Projects and Exploration
Bernard Fontana 48 Executive Vice President, Head of Human Resources
Jean-Yves Gilet 53 Executive Vice President, CEO Stainless
Pierre Gugliermina 58 Executive Vice President, Chief Technology Officer
Robrecht Himpe 51 Executive Vice President, CEO Flat Europe
Gerson Alves Menezes 60 Executive Vice President, CEO Long Carbon Americas (LCA)
Michael Pfitzner 60 Executive Vice President, Head of Marketing and Commercial Coordination
Arnaud Poupart-Lafarge 44 Executive Vice President, CEO Africa and Commonwealth of Independent States (CIS)
Gerhard Renz 62 Executive Vice President, CEO Long Europe
Michael Rippey 52 Executive Vice President, CEO USA
Lou Schorsch 60 Executive Vice President, CEO Flat Americas
Bill Scotting 51 Executive Vice President, Head of Strategy
1
Age as of December 31, 2009
ArcelorMittal Annual Report 2009
24 Business Strategy
Business Strategy
ArcelorMittal’s success
has been built upon
a consistent strategy that
emphasizes size and scale,
vertical integration, product
diversity, continuous growth
in higher value products
and a strong customer focus.
The Group intends to
continue to be the global
leader in the steel industry,
in particular through its
three-dimensional strategy
for sustainability and growth.
ArcelorMittal Annual Report 2009
Business Strategy 25
ArcelorMittal has unique geographical Products: As a global steel producer, Downstream integration is a key element
and product diversification, ArcelorMittal is able to meet the needs of ArcelorMittal’s strategy to build
coupled with upstream and downstream of diverse markets. Steel consumption a global customer franchise. In high-value
integration that reduces exposure and product requirements are different products, downstream integration allows
to risk and cyclicality. This strategy in mature economy markets and developing steel companies to be closer to the
can be broken down into its three economy markets. Steel consumption customer and capture a greater share
major elements: in mature economies is weighted towards of value-added activities. As its key
flat products and a higher value-added mix, customers globalize, ArcelorMittal intends
Geography: ArcelorMittal is the largest while developing markets utilize a higher to invest in value-added downstream
producer of steel in Europe, North proportion of long products and commodity operations, such as steel service centers
and South America, Africa, the second grades. As these economies develop, and building and construction support
largest steel producer in the CIS region, local customers will require increasingly services for the construction industry.
and has a growing presence in Asia, advanced steel products as market needs In addition, the Company intends
particularly in China. ArcelorMittal has evolve. To meet these diverse needs, to continue to develop its distribution
steelmaking operations in 20 countries ArcelorMittal maintains a high degree network in selected geographic regions.
on four continents, including 65 integrated, of product diversification and seeks ArcelorMittal believes that these
mini-mill and integrated mini-mill opportunities to increase the proportion downstream and distribution activities
steelmaking facilities which provide of its product mix consisting of higher should allow it to benefit from better
a high degree of geographic diversification. value-added products. The Company market intelligence and better manage
Approximately 35% of its steel is produced produces a broad range of high-quality inventories in the supply chain to reduce
in the Americas, approximately 47% finished, semi-finished carbon steel volatility and improve working capital
is produced in Europe and approximately products and stainless steel products. management. Furthermore, ArcelorMittal
will continue to expand its production
of value-added products in developing
markets, leveraging off its experience
Worldwide steel demand in recent in developed markets.
Corporate Responsibility
Health and Safety: The Journey to Zero Benchmarking is of major importance Achieving a quick reduction in fatalities
for the Group since it will help the sites
Whatever the economic backdrop, Conscious of the Company’s responsibility
to make faster progress on their Journey
ArcelorMittal’s first priority is to ensure the to do all it can to avoid fatalities, new
to Zero. Benchmarking will be supported
highest standards of Health and Safety. initiatives were launched in 2009 to speed
by an appropriate multilingual IS/IT tool,
up the progress on fatality prevention.
The Group’s ‘Journey to Zero’ Health of which a first version became available
Implementation of the Fatality Prevention
and Safety improvement process in December 2009. It will be fully ready
Standards of all sites is now being audited.
is delivering concrete results – helping and deployed by April 2010.
This approach has been especially adopted
ArcelorMittal realize its goal of becoming Global Joint Health and Safety Agreement for the top priority sites while other sites
one of the safest steel companies are required to undertake self-assessments
ArcelorMittal signed a Global Joint Health
in the world. based on questionnaires used Group-wide.
and Safety Agreement, the first of its kind,
The process involves the implementation
with its labor unions in June 2008.
Journey to Zero of appropriate action plans by the sites
In 2009, meetings of the Joint Global Health
to close any gap between the standards
At ArcelorMittal, Health and Safety is the and Safety Committee were held in Lázaro
and reality, the dissemination of lessons
top priority. The Group’s Health and Safety Cárdenas, in Mexico, Temirtau, in Kazakhstan
learned from fatalities in a closed loop
policy aims at reducing the frequency (a follow-up visit), Ostrava, in Czech
approach and a detailed investigation
of accidents and the occurrence of fatalities Republic, and Galati, in Romania. The
of other serious occurrences. A database
on a continuing basis, and underlines the Committee also followed up on all actions
for the follow-up has been created.
commitment ArcelorMittal has made to undertaken as a consequence of visits
the wellbeing and safety of all employees made since the start of this cooperation.
Lost Time Injury Frequency Rate
– both on and off the job. A questionnaire was launched and evaluated
on how the sites perceive the Joint Segment 2009 2008
Journey to Zero, ArcelorMittal’s Health Flat Carbon Americas 2.1 2.1
Health and Safety Committees and the
and Safety improvement process launched Flat Carbon Europe 1.8 2.4
advantages they can draw from the process.
in September 2008, is now the platform Long Carbon Americas and Europe 1.8 3.4
The results were very positive.
for all measures aimed at improving Health AACIS 1.1 1.2
and Safety in the Group. The focus is Health and Safety Day Stainless Steel 1.8 2.2
on preventative activities and improved Steel Solutions and Services 3.9 3.8
Despite the economic crisis, an enormous
standards through the effective Total Steel 1.8 2.4
effort was made across the Group
implementation of best practices – including Total Mines 2.4 3.4
to maintain the momentum of previous
hazard identification and risk analysis,
Health and Safety Days. As in prior years, TOTAL (Steel and Mines) 1.9 2.5
accident/incident investigation, critical
the Group-wide Health and Safety Day
task analysis, follow-up on performance
was observed in all of ArcelorMittal’s
indicators, system review and much more.
worldwide operations. It is an occasion
Performance to involve all staff in discussing safety
improvements, new targets and associated
In 2009, the Group’s Lost Time Injury
safety programs at Group as well as plant
Frequency Rate improved again – falling to
level. The date – April 28 – was chosen
1.9 per million hours worked. That compares
to coincide with the International Labor
with 2.5 in 2008, for both steel and mining.
Organization’s World Day for Safety and
A 20% reduction is again targeted for
Health at Work. Since ‘Leading by Example’
2010. To leverage best practice and improve
is essential, the theme for Health and Safety
the Health and Safety performance around
Day was ‘Leading the Journey’ – integrating
the Group, 12 top priority sites have
‘Leading by Example’ and ‘Journey to Zero’.
been identified, for which a specific approach
Extra emphasis was placed on health and
has been defined to stimulate progress.
the sharing of best practices within the
Group-wide health network. The 2010
Health and Safety Day will again take place
on April 28 and will reinforce the ‘Leading
by Example’ theme, as well as health topics.
ArcelorMittal Annual Report 2009
30 Corporate Responsibility
ArcelorMittal
the health of
as a key elem
success of its
Health initiatives: The network of ArcelorMittal medical Product Safety initiatives:
Paying more attention to health specialists collaborating globally with the REACH and Product Stewardship
Group was expanded in 2009, leading
ArcelorMittal views the health of its ArcelorMittal has continued to prepare
to the creation of Communities of Practice.
workforce as a key element in the the registration of all relevant substances
This will permit the Group to mount a
success of its operations. Maintaining good in conformity with the EU’s REACH
stronger campaign of preventative health
health is critical to the Company’s legislation, concerning the registration,
measures in 2010, targeting such problems
Health and Safety record. In this respect evaluation, authorization and restriction
as asbestos and fibers, noise, harmful
a major effort was made to develop of chemicals. For some it is assuming
particulates, radiation, gasses, stress,
a check list for all sites to deal with the the role of lead registrant and taking
ergonomics and respiratory protection.
H1N1 Influenza. an active role with others. Registration
Other, more general areas to be targeted
will be completed by the end of
will include vaccinations, travel, malaria, HIV,
November 2010.
addiction and stress management
(some of which are non-occupational).
ArcelorMittal Annual Report 2009
Corporate Responsibility 31
views
its workforce
ment in the
operations.
The Product Stewardship team has
confirmed that in 2009, all required
certificates of products and by-products
have been provided to customers,
supporting their selling. This approach
leads to cooperation with external
partners and R&D whenever required
or appropriate, and will continue
throughout 2010.
ArcelorMittal Annual Report 2009
32 Corporate Responsibility
Human Resources Following the signing of a landmark Diversity & Inclusion Policy
Joint Global Health and Safety (JG H&S) ArcelorMittal strives to build a modern
The ArcelorMittal Human Resources (HR) Agreement with all of its trade unions and flexible work environment
professionals help the Company leadership a JG H&S Committee comprising both which unleashes the diversity, talent,
attract, develop and retain tomorrow’s management and union representatives and originality of its workforce.
leaders, enable employees at all levels has been established and meets quarterly. The Company’s commitment towards
to manage their performance, realize their A Joint Health and Safety Committee reaching this goal is embedded in
potential and build and maintain good in every plant now meet at least monthly. its ‘Diversity & Inclusion’ policy that
relations and social dialogue with employees The process is monitored by the was launched in April 2009.
and their representatives. In 2009, JG H&S Committee.
JobMarketOnline (JMO)
they played a key role in developing Workforce plans, skills requirement
JobMarketOnline, the Company’s
the necessary cost adaptation measures identification and training
web-based e-resourcing solution, allows
in response to the economic crisis. The growth plans and the performance for the managing of internal and external
continuous improvement programs resourcing across businesses, functions
Dialogue with trade unions of the Company require the participation and within countries. The internal JMO is
and employees and the development of numerous available in ten languages. The usage
Efforts were stepped up in 2009 to keep performers and talents all over the world. of JMO, which recorded over 22,000
employees informed about the impact internal unique visitors in 2009, was
Through the Global Executive
of the economic crisis on the business considerably boosted with the launch
Development Program (GEDP),
and to outline the measures taken of a monthly e-newsletter that promotes
ArcelorMittal aligns the performance
to overcome the global downturn and a selection of vacancies.
objectives of employees with the strategic
to position the Company for future growth. goals of the Company and regularly assesses Business Leaders Program
The vast majority of ArcelorMittal its managers, providing them with feedback This program targets external recruitment
employees are represented by trade and coaching and supporting their of MBAs or other functional Masters
unions. The Group is party to collective development needs according to the degrees with proven managerial experience
bargaining agreements with many employee employees’ aspirations, the Company and gives them the opportunity to develop
organizations as part of its commitment values and core competencies. into the Group’s future leaders. By the end
to open dialogue. Appointments to new challenging jobs of 2009, there were 68 individuals
and participation in training programs on the program and six had graduated
Social dialogue structure at all levels are confirmed in Career Committees
in the Company facilitates regular, after completing two assignments in
that cover all units. developed and emerging markets
constructive discussions between
management and employee representatives. In 2009, ArcelorMittal University or by becoming a senior leader within
An intense social dialogue has taken place delivered more than 40,000 days the organization.
while necessary cost adaptation measures of training to ArcelorMittal managers. Group Engineers Program (GEP)
were designed and deployed. The Select Since September 2008, ArcelorMittal The GEP was developed in order to attract
Committee of the European Works Council has specifically followed 1,096 employees recently graduated, talented and mobile
met on a monthly basis in order to be indentified as ‘talents’, providing them engineers. Its aim is to create a pool
continuously informed of the situation with development opportunities of internationally mobile engineers –
of the Company. to participate to internal forums on with strong potential for growth and the
To further enhance dialogue, strategy, finance, human resources, ability to assume leading positions
ArcelorMittal signed an ‘anticipation as well as contributing to key in the future. In 2009, 133 Group
of change’ agreement with the European Company projects. Engineers continued the program of which
Metalworkers Federation. The agreement 109 completed a one-year training
In ArcelorMittal’s plants, workforce
aims to enhance and support sustainability and development period.
plans are deployed at all levels in order
and competitiveness of ArcelorMittal to identify the future skill gaps and International mobility
operations in Europe specifically. to train ArcelorMittal employees accordingly. International mobility is a key lever
Workforce plans for the management for the career development of employees
population are consolidated to assess and a key competitive advantage
future scarce categories for which for ArcelorMittal. Some 220 mobility
specific resourcing plans are then developed. plans were finalized in 2009.
In 2009, all ArcelorMittal major units
updated their workforce plans.
ArcelorMittal Annual Report 2009
Corporate Responsibility 33
Training and Development: The Management Academy offers New Group programs
ArcelorMittal University a range of programs to improve and enhance The Project Leaders Program aims
personal and team effectiveness, business to create project management experts
ArcelorMittal University plays a lead role acumen and interpersonal skills, thus within the Company who understand
in the training and development of Group giving opportunity to every employee the ArcelorMittal ‘way’ of managing
employees. In 2009, the University to enhance leadership and management projects and who can be quickly deployed
changed the way it delivered much capabilities. They were similarly delivered to manage existing brownfield
of its training under the motto ‘Grow through online modules in 2009. Training and upcoming greenfield projects. A total
with us’. and specific tools on team effectiveness of 128 participants were nominated
and cross-cultural awareness will be for the one-year program.
Training employees is essential for developed in 2010.
A new 18-month program focused
ArcelorMittal. As a consequence, Functional Academies have been set on ‘talents’ with a strong financial background
to maintain high levels of training up to offer learning, development, and interested by key financial roles
in light of the economic environment skill and competency enhancing training in CIS countries was initiated. The program,
in 2009 and cost-saving efforts, a number opportunities. They target each specific titled ‘CIS-Finance Future Leaders Program’
of the University’s programs moved online functional population, including, in 2009, commenced with 22 participants from
– allowing employees to learn anywhere, Steel and Mining, Human Resources, CIS countries (Ukraine and Kazakhstan),
anytime at their own pace. Synchronized Purchasing, Internal Assurance, IT, who are interested in transitioning into local
distance learning was introduced, Sales and Marketing, Finance and R&D. leadership positions in finance.
making use of ‘virtual classrooms’
for scattered target groups such as Steel and Mining Academy In 2010, ArcelorMittal University
communities of subject experts based in The purpose of the Steel and Mining will continue to support the strengthening
different locations. In 2009, about 10,000 Academy is to disseminate an understanding of ArcelorMittal’s leadership and
employees spent 278,000 hours learning and mastery of steelmaking and related management skills. Training is a priority
with online programs. The number of users activities. The academy now operates for the whole Company, especially
of the Online English and the Online the University’s longstanding programs after reshuffling teams in 2009.
Campus programs increased during 2009, such as ‘Steel for Steel People’ and The Climate Survey circulated throughout
showing the success of these learning tools. ‘Understanding Steel’, for which there the Company acknowledged the employees’
However, local classroom training remains was increased participation in 2009. desire for a continuous learning
the most cost-effective solution for larger New programs were created in sintering environment. Programs are designed
groups and consequently ArcelorMittal and wire drawing and modules on metallurgy, to facilitate the development of skilled
University has rolled out its corporate blast furnaces and cold rolling were people that will lead ArcelorMittal into
programs for local delivery. Among the new developed at the request of different plants. the future. As a result, training will be
initiatives were ‘Lunch & Learn’ local sessions In all, more than 1,100 people took part promoted further through
on key topics for the Company and ‘ULearn’, in the academy’s programs, an increase the Functional Academies and specific
a biweekly ‘e-magazine’ featuring articles, of more than 20% on the previous year. programs such as ‘Project Leaders
podcasts and white papers. The Mining Academy, initiated in 2009, Program’ and ‘Future Leaders Program’.
will provide a similar offer for the mining The 2010 programs combine online,
The Leadership Academy introduced
activities in 2010. distance and classroom training,
a specially designed program called
thus providing an efficient and cost
‘Recognizing Potential’. Launched with
effective learning solution, which proved
700 participants from more than
successful in 2009.
40 countries, the program combined
e-learning, virtual conferences
and optional project work. A new program
of ‘Talent Pipeline’ training will recommence
in spring 2010.
ArcelorMittal Annual Report 2009
34 Corporate Responsibility
However, the Group is responding Recycling is an important part in combating ArcelorMittal receives second
to that challenge with a variety climate change. Each year, more than consecutive ENERGY STAR® honor
of initiatives. Some will bear fruit over 25 million tonnes of products are
On March 2, 2009, ArcelorMittal
the medium term; others are essentially recovered and recycled, saving around
was selected for the second consecutive
long term in nature. 36 million tonnes of CO2. At the same
year as an ENERGY STAR® Partner
time, ArcelorMittal has stepped up
ArcelorMittal is committed to making of the Year for its excellent energy
the recycling of steelmaking residues.
a progressive reduction in the amount management. ArcelorMittal continues
For instance, at the former steelmaking
of CO2 emitted in the steelmaking to be the only steel company to achieve
site at Isbergues, northern France,
process over the next decade. The Group this respected distinction granted by
residues from other French and Belgian
has set a target of reducing emissions the US Environmental Protection Agency
plants are being reprocessed into
by 170kg per tonne of steel produced and the US Department of Energy.
ferro-alloys iron, road-building slag
by 2020. That is equivalent to an 8% Since 2006, ArcelorMittal’s US facilities
and zinc oxide dust, from which
reduction in specific emissions. have focused on improving energy
other producers extract zinc.
efficiency and reducing costs – all while
The target will be achieved through
Due to the global economic crisis, increasing productivity. To accomplish
a combination of process improvements
the production levels of the Group were these goals, the Company launched
and increased energy efficiency. It is
drastically reduced as compared with an Energy Reduction Initiative that,
defined for the 2007 perimeter of
previous years. At the same time the over the past three years, has helped
industrial activities applying a rigorous
emissions of green house gases decreased it reach a 4.1% improvement in
accounting method taking into account
accordingly. Therefore, the emissions energy intensity. This is equivalent to
all the emissions including upstream
will increase again when the economic $131 million of annualized savings.
and plant emissions. The target excludes
activity picks up. In the meantime, Over the past two years, ArcelorMittal’s
the specific use of scrap or direct reduced
however, plans and actions are being US facilities have achieved energy
iron (DRI) as a means to lower the
executed to improve the carbon efficiency savings by reducing use of natural gas,
carbon emission.
of the operations in line with the fuel oil and purchased electricity.
While many of the Group’s plants in commitment for 2020. ArcelorMittal USA has also worked
Europe, North America and South America hard to spread the word about energy
As part of its longer-term approach,
are close to the technical limits of what conservation to its employees,
ArcelorMittal is working to develop
can be achieved in emissions reduction, families, suppliers, end users and
breakthrough technologies. As a key
there is still work to be done to bring the general public.
member of the EU Ultra Low CO2
other plants up to the standards of the
Steelmaking project (ULCOS), the Group
best. To that end, the Group has put
is developing a technology that combines
in place a benchmarking system that
CO2 capture through top gas recycling
highlights where improvements can still
and a possible storage later on.
be made. Detailed action plans have
A demonstration project including
been drawn up that set realistic targets
a small blast furnace at ArcelorMittal
for improved efficiency and reduced
Eisenhüttenstadt in Germany and
energy usage. As part of the process,
a full scale blast furnace at the Florange
2009 saw an acceleration in the sharing
plant in France is now being studied
of best practice around the world.
by a consortium consisting of most
European steelmakers.
By using pure oxygen instead of air
and recycling gas at the top of the blast
furnace, ArcelorMittal expects to achieve
a 25% reduction in the amount of carbon
used. Around half of the CO2 emitted
will then be captured and stored.
The technology has the potential
to transform the steel industry’s carbon
footprint. For more information,
please see www.ulcos.org.
ArcelorMittal Annual Report 2009
36 Corporate Responsibility
Global Presence
Warren, Ohio
New Carlisle (JV), Indiana
Parsippany, New Jersey
Gallatin (JV); Ghent (JV), Kentucky Coatesville; Steelton;
Marion; Shelby, Ohio Conshohocken, Pennsylvania
Columbus; Obetz, Ohio
Pine Bluff, Arkansas
Monessen, Pennsylvania
Birmingham; Mobile (JV), Alabama
Vinton, Texas McDowell; Princeton; Weirton, West Virginia
Jackson (JV), Mississippi Piedmont, North Carolina
Harriman, Georgetown, South Carolina
LaPlace, Tennesse
Louisiana Orlando, Florida (JV)
Sonora
Monterrey
Córdoba, Veracruz
Lázaro Cárdenas
Point Lisas
Barquisimeto;
Caldera; Escazit; Caracas;
Guapiles; Tibas Unicon Matanzas
Americas
Approximately 35% of ArcelorMittal
steel is produced in the Americas.
Feira de Santana
Piracicaba; Sumaré
Hortolândia; Ribeirão Pires; São Paulo Juiz de Fora
São Francisco do Sul
Córdoba; Heredia
Navarro; Rosario
San Nicolás; Villa Constitución
Villa Mercedes
Montevideo
La Tablada
ArcelorMittal Annual Report 2009
44 Global Presence
Tallinn
Hamburg
Sheffield Warsaw
Madrid
Avellino
Toledo
Sagunto
Europe
About 47% of ArcelorMittal steel
is produced in Europe.
Gemlik
Annaba
Ouenza
Jorf el Lasfar Nador
Boukhadra
Yekepa
Buchanan
Africa
About 14% of ArcelorMittal steel
is produced in Africa. Thabazimbi
Vanderbijlpark; Vereeniging
Pretoria
Map incorporates steel production sites Newcastle
(including Wire Drawing and Tubular products) and mines.
Saldanha
ArcelorMittal Annual Report 2009
46 Global Presence
Lisakovsk
Stepnyak
Karazhal Karkaralinsk
Hebei (JV)
Aktau
Rongcheng (JV)
Jubail (JV)
Hunan (JV)
Asia
About 4% of ArcelorMittal steel
is produced in Asia.
Operational Review
Flat Carbon Europe Average steel selling price decreased 30% Total steel shipments reached
for the year ended December 31, 2009 1.4 million tonnes for the year ended
Sales in the Flat Carbon Europe segment
as compared to the year ended December December 31, 2009, a decrease of 26%
were $20.0 billion for the year ended
31, 2008. Average steel selling price in the from steel shipments for the year ended
December 31, 2009, representing 31%
first half of 2009 was down 25% from the December 31, 2008. Shipments were
of the Company’s total consolidated sales
same period in 2008, while average steel 0.7 million tonnes in the first half of 2009,
for 2009, a decrease of 48% as compared to
selling price in the second half of the year was down 39% from the same period in 2008,
$38.3 billion, or 31% of the total consolidated
down 35% from the same period in 2008. while shipments in the second half of the
sales, for the year ended December 31, 2008.
year were 0.8 million tonnes, down 10%
The decrease was primarily due to a 35% fall AACIS
from the same period in 2008.
in steel shipments and a 22% decrease in
In the AACIS segment, sales were $7.6 billion
average steel selling price. The fall in sales Average steel selling price decreased 31%
for the year ended December 31, 2009,
in this segment was felt most acutely during for the year ended December 31, 2009
representing 12% of the Company’s total
the first half of the year. Sales in the first half as compared to the year ended
consolidated sales in 2009, a decrease
of 2009 were $9.2 billion, down 57% from December 31, 2008. Average steel selling
of 42% over sales of $13.1 billion, or 11%
the same period in 2008, while sales in the price in the first half of 2009 was down
of total consolidated sales, for the year ended
second half of the year were $10.8 billion, 37% from the same period in 2008, while
December 31, 2008. The decrease was
down 37% from the same period in 2008. average steel selling price in the second half
due to an 11% fall in steel shipments and,
of the year was down 22% from the same
Total steel shipments reached especially, a 37% decrease in average steel
period in 2008.
21.8 million tonnes for the year ended selling price. The fall in sales in this segment
December 31, 2009, a decline of 35% was felt most acutely during the first half Steel Solutions and Services
from steel shipments for the year ended of the year. Sales in the first half of 2009
In the Steel Solutions and Services segment,
December 31, 2008. Shipments were were $3.4 billion, down 51% from the same
sales were $13.5 billion for the year ended
9.8 million tonnes in the first half of 2009, period in 2008, while sales in the second
December 31, 2009, representing 21%
down 49% from the same period in 2008, half of the year were $4.3 billion, down 32%
of the Company’s total consolidated sales
while shipments in the second half of the from the same period in 2008.
for 2009, a decrease of 42% over sales of
year were 12.0 million tonnes, down 16%
Total steel shipments reached $23.1 billion, or 19% of the total consolidated
from the same period in 2008.
11.8 million tonnes for the year ended sales, for the year ended December 31, 2008.
Average steel selling price fell 22% for the December 31, 2009, a decrease of 11% This decrease was primarily due to a 12%
year ended December 31, 2009 as compared from steel shipments for the year ended fall in shipments and 34% fall in average steel
to the year ended December 31, 2008. December 31, 2008. Shipments were selling price. The fall in sales in this segment
Average steel selling price in the first half of 5.7 million tonnes in the first half of 2009, was felt most acutely during the first half
2009 was down 18% from the same period down 27% from the same period in 2008, of the year. Sales in the first half of 2009
in 2008, while average steel selling price in while shipments in the second half of the year were $6.8 billion, down 47% from the same
the second half of the year was down 26% were 6.1 million tonnes, up 11% from the period in 2008, while sales in the second
from the same period in 2008. same period in 2008, mainly reflecting the half of the year were $6.7, down 35% from
sharp decline that had occurred in the CIS the same period in 2008.
Long Carbon Americas and Europe
region starting in the second half of 2008.
Total steel shipments reached
In the Long Carbon Americas and Europe
Average steel selling price decreased 16.8 million tonnes for the year ended
segment, sales were $16.8 billion for the year
37% for the year ended December 31, 2009, December 31, 2009, a decrease of 12%
ended December 31, 2009, representing
as compared to the year ended from steel shipments for the year ended
26% of the Company’s total consolidated
December 31, 2008. Average steel selling December 31, 2008. Shipments were
sales for 2009, a decrease of 48% from
price in the first half of 2009 was down 35% 8.4 million tonnes in the first half of 2009,
sales of $32.3 billion, or 26% of the total
from the same period in 2008, while average down 25% from the same period in 2008,
consolidated sales, for the year ended
steel selling price in the second half of the while shipments in the second half of the year
December 31, 2008. The decrease was
year was down 41% from the same period were 8.4 million tonnes, up 5% from the
primarily due to a 26% fall in steel shipments
in 2008. same period in 2008.
and a 30% decrease in average steel selling
price. The fall in sales in this segment was Stainless Steel Average steel selling price fell 34% for
felt most acutely during the first half of the the year ended December 31, 2009
Sales in the Stainless Steel segment
year. Sales in the first half of 2009 were as compared to the year ended December
were $4.2 billion for the year ended
$7.9 billion, down 55% from the same 31, 2008. Average steel selling price
December 31, 2009, representing 7% of the
period in 2008, while sales in the second in the first half of 2009 was down 30%
Company’s total consolidated sales in 2009,
half of the year were $8.9 billion, down from the same period in 2008, while average
a decrease of 49% over sales of $8.3 billion,
39% from the same period in 2008. steel selling price in the second half of
or 7% of total consolidated sales, for the year
the year was down 38% from the same
Total steel shipments were 19.9 million tonnes ended December 31, 2008. This decrease
period in 2008.
for the year ended December 31, 2009, was primarily due to a 26% fall in shipments
a decrease of 26% from steel shipments and 31% fall in average steel selling price.
for the year ended December 31, 2008. The fall in sales in this segment was felt
Shipments were 9.7 million tonnes most acutely during the first half of the
in the first half of 2009, down 39% from year. Sales in the first half of 2009 were
the same period in 2008, while shipments $1.9 billion, down 61% from the same period
in the second half of the year were in 2008, while sales in the second half
10.3 million tonnes, down 9% from the of the year were $2.3 billion, down 31%
same period in 2008. from the same period in 2008.
ArcelorMittal Annual Report 2009
52 Operational Review
Operating Income
Year ended December 31, Operating Margin
20082 2009 20082 2009
Segments1 (in $ millions) (in $ millions) (%) (%)
Flat Carbon Americas 2,638 (757) 10 (6)
Flat Carbon Europe 2,773 (540) 7 (3)
Long Carbon Americas and Europe 4,154 (29) 13 —
AACIS 3,145 265 24 3
Stainless Steel 383 (172) 5 (4)
Steel Solutions and Services 181 (286) 1 (2)
Operating income for the year ended Flat Carbon Europe AACIS
December 31, 2009 was also reduced
Operating loss for the Flat Carbon Operating income for the AACIS
by impairment expenses amounting
Europe segment for the year ended segment for the year ended
to $564 million consisting primarily
December 31, 2009 was $0.5 billion December 31, 2009 was $0.3 billion,
of $237 million on various idled assets
compared to operating income of $2.8 billion compared to operating income
(including $92 million relating to an
for the year ended December 31, 2008. of $3.1 billion for the year ended
impairment on coke oven assets of
This operating loss reflected the lower sales, December 31, 2008. This sharply lower
ArcelorMittal Galati and $65 million at
steel shipments and selling prices resulting operating income reflected the lower
ArcelorMittal Las Truchas), $122 million
from the global economic crisis, and also sales, steel shipments and selling prices
impairment on various tubular product
included expenses of $0.9 billion related to resulting from the global economic crisis,
operations (primarily $65 million in
write-downs of inventory and provision for and also included charges of $0.2 billion
ArcelorMittal Roman), $172 million on
workforce reductions. Operating results were primarily related to write-downs
other impairments (including $117 million
also affected by impairment expenses of of inventory. The operating income
at ArcelorMittal Construction France).
$0.1 billion primarily related to the impairment for the segment amounted to $2 million
In determining these expenses, the Company
of coke oven assets at ArcelorMittal Galati. for the first half of the year, and improved
analyzed the recoverable amount of these
The operating loss for the segment during the second half of the year to
facilities based on their value in use and
amounted to $0.6 billion for the first half $0.2 billion, reflecting the gradual
determined that the recoverable amount
of the year, and was partially offset by improvement in market conditions.
from these facilities was less than their
operating income during the second
carrying amount. These impairment losses
of the year of $0.1 billion reflecting the
compared to impairment losses for the
gradual improvement in market conditions.
twelve months ended December 31, 2008
Operating income in the fourth quarter
of $1.1 billion, consisting of asset
of 2009 also included a gain of $108 million
impairments of $499 million, goodwill
recorded on the sale of carbon dioxide
impairment of $131 million and reduction
credits bought in 2007 and 2008.
of goodwill of $429 million.
Long Carbon Americas and Europe
Conversely, operating income increased
by $979 million in 2009 due to the recycling Operating loss for the Long Carbon
in the statement of operations of a gain Americas and Europe segment for the
recorded to equity at year-end 2008 year ended December 31, 2009 was
in connection with the unwind of a U.S. dollar $29 million compared to operating
denominated raw material purchases income of $4.2 billion for the year ended
hedged transaction until 2012. In addition, December 31, 2008. This operating loss
during the fourth quarter of 2009 the reflected the lower sales, steel shipments
Company recorded an exceptional gain and selling prices resulting from the
of $0.4 billion relating to the write-back deteriorating global economy, and also
of a litigation provision previously recorded included charges of $0.3 billion related
in the fourth quarter of 2008, following Stainless Steel
to write-downs of inventory and provision
the Paris Court of Appeals decision for workforce reductions. Operating income Operating loss for the Stainless
to reduce the fine imposed on certain French was affected by impairment expenses Steel segment for the year ended
distribution subsidiaries of ArcelorMittal of $0.3 billion for asset impairments in December 31, 2009 was $0.2 billion,
by the French Competition Authority from the segment’s tubular business and idled compared to operating income
€302 million ($441 million) to €42 million assets (including $0.1 billion at ArcelorMittal of $0.4 billion for the year ended
($61 million). Operating income in the Roman and ArcelorMittal Las Truchas). December 31, 2008. This operating
fourth quarter of 2009 also included The operating loss for the segment loss reflected the lower sales, steel
a gain of $108 million recorded on the amounted to $0.2 billion for the first shipments and selling prices resulting
sale of carbon dioxide credits purchased half of the year, and was partially offset from the global economic crisis, and also
since 2007. by operating income during the second included charges of $0.1 billion primarily
of the year of $0.2 billion, reflecting the related to write-downs of inventory.
Flat Carbon Americas
gradual improvement in market conditions. The operating loss for the segment
Operating loss for the Flat Carbon Americas amounted to $0.2 billion for the first half
segment amounted to $0.8 billion for the of the year, and was partially offset by
year ended December 31, 2009, compared operating income during the second half
to operating income of $2.6 billion for the of the year of $0.1 billion, reflecting the
year ended December 31, 2008. This gradual improvement in market conditions.
operating loss reflected lower sales, steel
shipments and selling prices resulting from
the global economic crisis, and also included
charges of $0.7 billion related to write-
downs of inventory, provision for workforce
reductions and provisions for onerous raw
material supply contracts. The operating loss
for the segment amounted to $1.0 billion for
the first half of the year, and was partially
offset by operating income during the
second half of the year of $0.3 billion,
reflecting the gradual improvement in
market conditions.
Notwithstanding the
ArcelorMittal Annual Report 2009
54 Operational Review
demand trends.
ArcelorMittal Annual Report 2009
56 Operational Review
Steel Solutions and Services Net interest expense (interest expense of this waiver, the embedded derivative
less interest income) was flat at $1.5 billion recorded as a liability in the amount
Operating loss for the Steel Solutions
for the year ended December 31, 2009 of $279 million was transferred to equity
and Services segment for the year ended
as compared to the year ended and hence will no longer affect the statement
December 31, 2009 was $0.3 billion,
December 31, 2008. Interest expense of operations going forward.
compared to operating income
decreased to $1.7 billion for the year
of $0.2 billion for the year ended Losses related to the fair value of derivative
ended December 31, 2009, compared to
December 31, 2008. The operating loss instruments for the year ended December
interest expense of $2.0 billion for the year
reflected the lower sales, steel shipments 31, 2009 amounted to $28 million,
ended December 31, 2008, due to a
and selling prices resulting from the global as compared with loss of $177 million for
decrease in gross debt, partially offset
economic crisis, and also included charges of the year ended December 31, 2008.
by higher interest rates on its 2009 bond
$0.2 billion primarily related to write-downs
issuances. Interest income for the year See Note 17 to ArcelorMittal’s consolidated
of inventory. Operating income was affected
ended December 31, 2009 decreased financial statements.
by impairment expenses of $0.1 billion
to $0.2 billion compared to interest
at ArcelorMittal Construction France for
income of $0.5 billion for the year
Income Tax
the year ended December 31, 2009.
ended December 31, 2008, due to ArcelorMittal recorded a consolidated
The operating loss for the segment
a decrease in interest rates as well as an income tax benefit of $4.5 billion for the
amounted to $0.5 billion for the first half
overall lower cash balance during the year. year ended December 31, 2009, compared
of the year, and was partially offset by
to a consolidated income tax expense
operating income during the second half Foreign exchange and other net financing
of $1.1 billion for the year ended December
of the year of $0.2 billion, reflecting the costs (which include bank fees, interest
31, 2008. The income tax benefit for the
gradual improvement in market conditions on pensions and impairments of financial
year is primarily due to ArcelorMittal’s 2009
and an exceptional gain of $0.4 billion instruments) for the year ended December
loss as compared with 2008 profit,
relating to the write-back of a litigation 31, 2009 amounted to costs of $0.4 billion,
and its geographical mix. For additional
provision recorded in the fourth quarter as compared to costs of $0.6 billion
information related to ArcelorMittal’s
of 2008. for the year ended December 31, 2008.
income taxes, see Note 18 to ArcelorMittal’s
Income from Investment in Other financing costs for the year consolidated financial statements.
Associates and Joint Ventures ended December 31, 2009 also included
a loss of $0.9 billion as a result of mark- Non-Controlling Interest
ArcelorMittal recorded income of $0.1 billion to-market adjustments on the conversion Loss from non-controlling interest
from investments accounted for using options embedded in its convertible bonds (referred to in previous years as ‘Minority
the equity method for the year ended issued in the second quarter of 2009. Interest’) was $43 million for the year
December 31, 2009, as compared with On April 1, 2009 and May 6, 2009, ended December 31, 2009, as compared
income from equity method investments the Company issued approximately $2.5 billion with a profit of $1 billion for the year
of $1.7 billion for the twelve months ended of bonds (approximately $1.7 billion ended December 31, 2008. The decrease
December 31, 2008. The decrease was denominated in euro and balance $0.8 billion relates to lower income in subsidiaries
due to lower income from the Company’s denominated in U.S. dollars) which are with non-controlling interest due to the
investments due to the global economic convertible into shares at the option of the global economic crisis.
crisis, as well as the gain recorded bondholders. Under the terms of the bonds
in 2008 from the sale of a stake in DHS. the Company has the option to settle the Net Income Attributable to Equity
Financing Costs bonds for shares or for an amount equivalent Holders of the Parent
to the cash value of the shares at the date ArcelorMittal’s net income attributable
Net financing costs include net interest of the settlement. The Company has to equity holders of the parent for the
expense, revaluation of financial instruments, determined that the convertible bonds are year ended December 31, 2009 decreased
net foreign exchange income/expense hybrid instruments as defined by IFRS as the to $0.1 billion from a net income
(i.e., the net effects of transactions in a conversion option gives the bondholder the of $9.4 billion for the year ended December
foreign currency other than the functional right to put the bond back to the Company. 31, 2008, for the reasons discussed above.
currency of a subsidiary) and other financing In addition, the Company identified certain
costs. Net financing costs were 20% higher components of the contract to be embedded
for the year ended December 31, 2009, derivatives in accordance with IAS 39.
at $2.8 billion, as compared with $2.4 billion Therefore, the Company separated the
for the year ended December 31, 2008. embedded derivatives and recorded their
fair value at inception ($597 million)
as liabilities (out of the net financial debt).
At each reporting period, changes in the
fair value of the embedded derivatives are
recorded to the statement of operations.
As from October 28, 2009 noteholders
of the ArcelorMittal $800 million convertible
bonds due 2014 were notified that
ArcelorMittal has decided to irrevocably
waive the option to deliver the cash value
of the shares upon conversion. As a result
ArcelorMittal Annual Report 2009
Operational Review 57
Liquidity
ArcelorMittal’s principal sources of liquidity As of December 31, 2009, ArcelorMittal’s consolidated cash and cash equivalents)
are cash generated from its operations, total debt, which includes long-term debt to ‘Consolidated EBITDA’ (the consolidated
its credit facilities at the corporate level and short-term debt was $24.8 billion net pre-taxation profits of the ArcelorMittal
and various working capital credit lines (compared to $34.1 billion as of group for a Measurement Period, subject
at its operating subsidiaries. December 31, 2008). Net debt to certain adjustments as set out in the
(defined as long-term debt plus short-term facilities) does not, at the end of each
In management’s opinion, ArcelorMittal’s
debt less cash and cash equivalents and ‘Measurement Period’ (each period of
credit facilities are adequate for its present
restricted cash) was $18.8 billion as 12 months ending on the last day of a
requirements. Because ArcelorMittal is
of December 31, 2009, down from financial half-year or a financial year of the
a holding company, it is dependent upon
$26.5 billion at December 31, 2008. Company), exceed a certain ratio, initially
the earnings and cash flows of, and
Most of the external debt is borrowed agreed to be 3.5 to one. The Company
dividends and distributions from, its
by the parent company on an unsecured refers to this ratio as the ‘Leverage Ratio’.
operating subsidiaries to pay expenses
basis and bears interest at varying levels As of December 31, 2009, the Leverage
and meet its debt service obligations.
based on a combination of fixed and Ratio stood at approximately 3.2 to one,
Some of these operating subsidiaries have
variable interest rates. Gearing (defined up from 1.7 to one as of June 30, 2009,
debt outstanding or are subject to acquisition
as net debt divided by total equity) at and 1.1 to one as of December 31, 2008.
agreements that impose restrictions
December 31, 2009 was 29% as compared
or prohibitions on such operating In August 2009, the Company signed
to 45% at December 31, 2008. Total debt
subsidiaries’ ability to pay dividends. agreements with its creditors under
and net debt decreased year-on-year
the €17 Billion Facility and the €4 Billion
As of December 31, 2009, ArcelorMittal’s primarily due to various debt reduction
Facility to amend the Leverage Ratio from
cash and cash equivalents, including measures taken by the Company in 2009,
3.5to one as originally provided, to 4.5
restricted cash and short-term including reduced costs and dividends,
to one as of December 31, 2009, to 4.0
investments, amounted to $6.0 billion, increased cash generation from working
to one as of June 30, 2010, and reverting
as compared to $7.6 billion as of capital, and issuances of equity
to 3.5 to one as of December 31, 2010.
December 31, 2008. In addition, and convertible bonds (part of the latter
Although the Company incurred fees in
ArcelorMittal had available borrowing being accounted for as derivatives or
connection with the covenant amendment,
capacity of $11.2 billion under its existing non-controlling interest rather than debt).
the Company’s ongoing borrowing costs
credit facilities as of December 31, 2009,
ArcelorMittal’s principal financing under the facilities will not increase unless
as compared to $5.8 billion as of
facilities, which are the €17 billion its Leverage Ratio becomes greater than
December 31, 2008. ArcelorMittal also has
(approximately $25 billion) comprising 3.5 to one for a Measurement Period that
a €3.0 billion (approximately $4.3 billion)
€12 billion term loan facility (as of is subject to the amendment. Since the
commercial paper program (of which
December 31, 2009, €2.4 billion Leverage Ratio remained below 3.5 to one
approximately $1.5 billion was outstanding
outstanding) and a €5 billion revolving as of December 31, 2009, this will not
as of December 31, 2009) and its policy
credit facility initially entered into on apply unless the Leverage Ratio rises above
has been to maintain availability under
November 30, 2006 and subsequently 3.5 to one as of the Measurement Period
its credit facilities as back-up for its
amended and restated (the ‘€17 Billion ending on June 30, 2010. In such a case,
commercial paper program.
Facility’), the $4 billion revolving credit facility the Company will also be subject to certain
initially entered into on May 13, 2008 and additional non-financial restrictive
subsequently amended (the ‘$4 Billion covenants, including in relation to
Facility’), and the $800 million committed restrictions on dividends and share
multi-currency letter of credit facility initially reductions, acquisitions, capital expenditure
entered into on December 30, 2005 and and the giving of loans and guarantees.
subsequently amended (the ‘Letter of Credit By the end of 2009, the Company had
Facility’), contain restrictive covenants. reached similar agreements to amend
Among other things, these covenants each of its smaller facilities that are
limit encumbrances on the assets of subject to this covenant, or in certain
ArcelorMittal and its subsidiaries, the ability cases simply prepaid such smaller facilities.
of ArcelorMittal’s subsidiaries to incur debt In December 2009, the Company also
and the ability of ArcelorMittal and its amended the Letter of Credit Facility
subsidiaries to dispose of assets in certain to replace the interest coverage ratio
circumstances. These agreements also covenant that previously applied under
require compliance with financial covenants, that facility with the same Leverage Ratio
as summarized below. covenant as described above.
The €17 Billion Facility, the $4 Billion
Facility and the Letter of Credit Facility,
as well as certain other smaller facilities,
have the following financial covenant:
the Company must ensure that the ratio
of ‘Consolidated Total Net Borrowings’
(consolidated total borrowings less
ArcelorMittal Annual Report 2009
Liquidity 59
ArcelorMittal’s
principal sources
of liquidity are cash
generated from
its operations,
its credit facilities
at the corporate
level and various
working capital credit
lines at its operating
subsidiaries.
ArcelorMittal Annual Report 2009
60 Liquidity
The Company prepaid a total of $3.4 billion of facilities to accelerate ArcelorMittal’s The following table summarizes the
debt in the third quarter of 2009 in respect repayment obligations. repayment schedule of ArcelorMittal’s
of debt due in the fourth quarter of 2009 outstanding indebtedness, which
ArcelorMittal raised approximately
and the first half of 2010, and cancelled a includes short-term and long-term
$13.1 billion in 2009 through
$3.2 billion term and revolving facility entered debt, as of December 31, 2009
several capital markets transactions
into in 2005. (after giving effect to the Forward
described below, the proceeds of
Start facility).
Non-compliance with the covenants which have been used principally to
in the facilities described above would refinance maturing debt and reduce
entitle the lenders under such overall indebtedness.
The following table summarizes the amount of credit available as of December 31, 2009 under ArcelorMittal’s principal credit facilities:
Credit lines available (in billions of $) Initial Facility Amount Drawn Available
€5bn syndicated credit facility3 $7.2 $0.0 $7.2
$4bn syndicated credit facility 4.0 0.0 4.0
Total committed lines $11.2 $0.0 $11.2
1
n April 1, 2009 and May 6, 2009, the Company
O ($597 million) as liabilities (out of the net financial determined the fair value of the financial liability
issued approximately $2.5 billion of convertible bonds debt). At each reporting period, changes in the fair component of the bond was $55 million on the date
which are convertible into shares at the option of the value of the embedded derivatives are recorded to the of issuance. As of December 31, 2009, $55 million
bondholders. Under the terms of the bonds, the statement of operations. Holders of the ArcelorMittal is included in debt and carried at amortized cost.
Company has the option to settle the bonds for shares U.S. dollar-denominated convertible bonds due 2014 The value of the equity component of $695 million
or for an amount equivalent to the cash value of the were notified that ArcelorMittal has decided to ($684 million net of tax and fees) was determined
shares at the date of the settlement. The Company irrevocably waive the option to deliver the cash value of based on the difference of the cash proceeds received
has determined that the convertible bonds are hybrid the shares upon conversion as from October 28, 2009. from the issuance of the bond and the fair value of the
instruments as defined by IFRS as the conversion On December 28, 2009, the Company issued financial liability component on the date of issuance.
option gives the bondholder the right to put the bond a (privately placed) mandatorily convertible bond 2
Commercial paper is expected to continue to be rolled
back to the Company. In addition, the Company amounting to $750 million. The bond is convertible over in the normal course of business.
identified certain components of the contract to be into preferred shares of a wholly-owned Luxembourg 3
Euro denominated loans converted at the euro:
embedded derivatives in accordance with IAS 39. subsidiary. The Company determined that the bond $ exchange rate of 1.4406 as at December 31, 2009.
Therefore, the Company separated the embedded met the definition of a compound financial instrument
derivatives and recorded their fair value at inception in accordance with IFRS. As such, the Company
ArcelorMittal Annual Report 2009
Liquidity 61
In August 2009, Forward Start • a private placement of a $750 million, In September 2009, the Company
commitments of $3.175 billion were 17-month mandatorily convertible also established new targets for maintaining
reinstated in connection with $4 Billion bond by a wholly-owned its gearing and leverage going forward,
Revolving Credit Facility, effectively Luxembourg subsidiary of the Company establishing a target range for gearing
extending its maturity (to the extent to a Luxembourg affiliate of Calyon, of between 25% to 40%, and also setting
of $3.175 billion) to 2012. with the proceeds invested in notes goals for leverage levels (which it measures
linked to shares of Erdemir of Turkey by dividing net debt by EBITDA based
In 2007 and 2008, ArcelorMittal Finance
and Macarthur Coal Limited of Australia, on a yearly average EBITDA from
had entered into bilateral credit facilities
both of which are publicly-listed January 1, 2004) of between 0.5x to 1.8x.
totaling €800 million ($1.2 billion). During
companies in which ArcelorMittal holds
the year ended December 31, 2008, Further information regarding
a minority stake. In ArcelorMittal’s
all of these facilities were transferred to ArcelorMittal’s outstanding long-term
consolidated financial statements
ArcelorMittal. These credit facilities were indebtedness as of December 31, 2009
for the year ended December 31, 2009,
canceled in the third quarter of 2009. is set forth in Note 14 to ArcelorMittal’s
the mandatorily convertible bond
consolidated financial statements.
In 2009, ArcelorMittal completed was recorded as non-controlling interest
several capital markets transactions, of $695 million ($684 million net Credit Ratings
the proceeds of which, totaling of fees and tax) and $55 million as debt.
ArcelorMittal’s long-term corporate
approximately $13.1 billion were principally
The offering of 140,882,634 common credit rating is currently BBB according
used to refinance existing indebtedness.
shares was priced at €17.10 (or $22.77) to Standard & Poor’s Rating Services
The transactions consisted of:
per share. Ispat International Investments, and Fitch Ratings, and Baa3 according
• an offering of €1.25 billion S.L. (‘Ispat’), a holding company beneficially to Moody’s Investors’ Service.
(approximately $1.6 billion) owned by Mr. Lakshmi N. Mittal and
On May 20, 2009, Fitch Ratings and
of 7.25% bonds convertible into Mrs. Usha Mittal, subscribed for
Moody’s both lowered their ratings
and/or exchangeable for new 14,088,263 common shares (or 10%) in
for ArcelorMittal by one notch, from BBB+
or existing ArcelorMittal shares the offering on a deferred-delivery basis.
to BBB, and Baa2 to Baa3, respectively,
(OCEANE) due 2014 which closed The offering was settled by the Company
and assigned a stable outlook. On June 5,
on April 1, 2009; on May 6, 2009 (except with respect
2009, Standard & Poor’s lowered its
• an offering of 140,882,634 common to Ispat) with 98 million common shares
rating for ArcelorMittal from BBB+ to BBB
shares for $3.2 billion which closed borrowed from Ispat pursuant to a share
and assigned a negative outlook, subject
on May 6, 2009 (described in further lending agreement, with the remainder
to continuing review in light of the very
detail below); settled using shares held in treasury.
difficult economic climate. On July 31, 2009,
• an offering of 5% convertible notes The Company returned the borrowed
Fitch Rating revised its outlook from stable
due 2014 for $800 million that shares to, and delivered the shares
to negative.
was made and closed simultaneously subscribed by Ispat on June 22, 2009,
with the offering of common shares; pursuant to the issuance by the Company
• an offering of two series of U.S. dollar of 112,088,263 shares following
denominated notes (9% Notes due shareholder approval at an extraordinary
2015 and 9.85% Notes due 2019) general meeting held on June 17, 2009
totaling $2.25 billion which closed of a resolution broadening the authorization
on May 20, 2009; of the Board of Directors to increase the
• an offering of two series of Company’s share capital.
euro-denominated notes (8.25% Notes
The Company lengthened its overall
due 2013 and 9.375% Notes due 2016)
debt maturity profile in 2009 as a result
totaling €2.5 billion ($ 3.5 billion)
of debt repayments made with proceeds
which closed on June 3, 2009;
from the Company’s capital markets
• an offering of $1 billion of U.S. dollar
transactions. These actions had the
denominated 7% notes due 2039
effect of significantly reducing near-term
which closed on October 1, 2009; and
refinancing requirements and have
increased the average debt maturity
of the Company to 4.8 years as of
December 31, 2009, as compared
to 2.6 years as of December 31, 2008.
As of December 31, 2009, the balance
of indebtedness scheduled to mature
within three years was $9.9 billion
in the aggregate, reduced from a total
of $20.4 billion as of December 2008.
Notwithstanding the reduction in
total debt, ArcelorMittal’s financing costs
have increased as a result of its 2009
bond issuances.
ArcelorMittal Annual Report 2009
62 Market Information
Market Information
ArcelorMittal is listed on the stock ArcelorMittal, with its diversified business The dividend payments will occur
exchanges of New York, Amsterdam, model, strong cash-flow and cost on a quarterly basis for the full year
Paris, Brussels and Luxembourg (MT) leadership position, is well placed to 2010 (see financial calendar).
and on the Spanish stock exchanges weather the current challenging economic Dividends are announced in $ and paid
of Barcelona, Bilbao, Madrid and environment and has the ambition to in $ for shares listed on the New York
develop and balance its shareholder Stock Exchange and paid in euros
Valencia (MTS).
base on the major listed markets and for shares listed on the European stock
to attract new investors. exchanges (The Netherlands, France,
Spain, Luxembourg and Belgium).
ArcelorMittal remains optimistic about
the industry’s medium-term growth Investor Relations
prospects, and is reinitiating cautiously
By implementing high standards
some projects to capture growth
of financial information disclosure and
in key emerging markets as deleveraging
providing clear, regular, transparent
is completed.
and even-handed information to all
Share price performance its shareholders, ArcelorMittal aims to be
the first choice for investors in the sector.
As a result of the Group’s strong
initiatives to react to the crisis and the To meet this objective and provide
end of the destocking in the different information to fit the needs of all parties,
regions of the world, the price of the ArcelorMittal has decided to implement
ArcelorMittal share increased by 86% an active and broad communications policy:
in 2009 and by 33% since the creation road shows with the financial community,
of the Group. Compared to the conference calls, plant visits, meetings
highest share price in early June 2008, with individual investors, a virtual meeting
the ArcelorMittal share price decreased and conference center on Second Life
by approximately 56% and reflects and a website featuring management
the economic environment which comments on quarterly, half-year
remains challenging. and full-year results.
Indexes Individual Investors
ArcelorMittal is member of more than ArcelorMittal’s senior management plans
120 indices including the following to meet individual investors and
leading indices: DJ STOXX 50, DJ EURO shareholder associations in road shows
STOXX 50, CAC40, AEX, FTSE Eurotop throughout 2010. In order to improve
100, MSCI Pan-Euro, DJ Stoxx 600, the communication and debate with its
S&P Europe 500, Bloomberg World Index individual investors, ArcelorMittal has
and NYSE Composite Index. Recognized opened a virtual meeting and conference
for its commitment to Sustainable center on Second Life. The ArcelorMittal
Development, the Group is also virtual meeting and conference center
a member of the FTSE4Good index. enables investors to have access to Group
documentation, corporate videos, discuss
Dividend in real time with Company representatives
Considering the exceptional global or other shareholders present on the
economic conditions, ArcelorMittal’s Board location or leave questions in the dedicated
of Directors has recommended to maintain question box. This is also the optimal
the annual dividend per share at $0.75 location to arrange interactive Group
for 2010, subject to the approval of the presentations and courses. A dedicated
annual general meeting of shareholders toll free number for individual investors
on May 11, 2010. Once market conditions is available at 00800 4792 4792.
have normalized, the Board of Directors Requests for information or meetings
will review the dividend policy. on the virtual meeting and conference
center may also be sent to:
PrivateInvestors@arcelormittal.com
ArcelorMittal Annual Report 2009
Market Information 63
340
290 ArcelorMittal
240
190
140
Global Metals & Mining Index
90
40
01/08/06 20/10/06 08/01/07 29/03/07 17/06/07 05/09/07 24/11/07 12/02/08 02/05/08 21/07/08 09/10/08 28/12/08 18/03/09 06/06/09 25/08/09 13/11/09 31/12/09
Corporate Governance
Board of Directors, is an executive officer, a director who also of Directors, a director may designate another
Group Management Board and is an employee, a general partner, a managing director to represent him or her and vote
Management Committee member or a controlling shareholder in his or her name, provided that the director
of such shareholder. There is no requirement so designated may not represent more than
ArcelorMittal is governed by a Board in the Articles of Association that directors one of his or her colleagues at any time.
of Directors and a Group Management Board. be shareholders of the Company.
The Group Management Board is assisted Votes
by a Management Committee. The Articles of Association provide that Each director has one vote and none
directors are elected and removed by the of the directors, including the Chairman,
A number of corporate governance provisions general meeting of shareholders by a simple
in the Articles of Association of ArcelorMittal has a casting vote. Decisions of the Board
majority of votes cast. No shareholder has of Directors are made by a majority of the
reflect provisions of the Memorandum any specific right to nominate, elect or remove
of Understanding signed on June 25, 2006 directors present and represented at a validly
directors. Directors are elected by the general constituted meeting.
(prior to Mittal Steel’s acquisition of Arcelor), meeting of shareholders for three-year terms.
amended in April 2008, and which partly In the event that a vacancy arises on the Lead Independent Director
expired on August 1, 2009 (the ‘MoU’). Board of Directors for any reason, the In April 2008, the Board of Directors
Board of Directors remaining members of the Board of Directors created the role of Lead Independent Director.
may, by a simple majority elect a new director The Lead Independent Director replaces
The Board of Directors is in charge of to temporarily fulfill the duties attaching to the ‘President’ of the Board of Directors
the overall management of ArcelorMittal. the vacant post until the next general meeting as previously provided by the MoU and his
It is responsible for the performance of all of the shareholders. or her function is to:
acts of administration necessary or useful
in furtherance of the corporate purpose None of the members of the Board • co-ordinate the activities of the
of ArcelorMittal, except for matters expressly of Directors, including the executive director, independent directors;
reserved by Luxembourg law or the Articles have entered into service contracts with • liaise between the Chairman
of Association to the general meeting ArcelorMittal or any of its subsidiaries that of the Board of Directors and
of shareholders. The Articles of Association provide for benefits upon the termination the independent directors;
provide that the Board of Directors of their mandate. • call meetings of the independent directors
is composed of a minimum of three and when necessary and appropriate; and
Operation of the Board of Directors
a maximum of 18 members, all of whom, • perform such other duties as may
except the Chief Executive Officer, must General be assigned to him or her by the Board
be non-executive directors. None of the Luxembourg law permits the Board of Directors from time to time.
members of the Board of Directors, except of Directors to engage the services of external Mr. Lewis B. Kaden was elected by the
for the Chief Executive Officer, may hold an experts or advisers, as well as to take all Board of Directors as ArcelorMittal’s first
executive position or executive mandate actions necessary or useful to implement the Lead Independent Director in April 2008.
within ArcelorMittal or any entity controlled Company’s corporate purpose.
by ArcelorMittal. The agenda of the meeting of the Board
Meetings of Directors is agreed by the Chairman
Mr. Lakshmi N. Mittal was elected The Board of Directors meets when of the Board of Directors and the Lead
Chairman of the Board of Directors convened by the Chairman of the Board Independent Director.
on May 13, 2008. Mr. Mittal is also or two members of the Board of Directors.
ArcelorMittal’s Chief Executive Officer. Board of Directors Self-Evaluation
The Board of Directors holds physical meetings
and Continuing Education Program
As of date hereof, the Board of Directors at least on a quarterly basis as five regular
is comprised of 11 members in total: meetings are scheduled per year. The Board The Board of Directors decided in 2008
10 non-executive directors and one executive of Directors holds additional meetings if to conduct an annual self-evaluation of its
director. The Chief Executive Officer of and when circumstances require, in person functioning in order to identify potential areas
ArcelorMittal is the sole executive director. or by teleconference. The Board of Directors for improvement. The first self-evaluation
held seven meetings in 2009. The average process was carried out in early 2009.
Eight of the 11 members of the Board attendance rate of the directors at the Board The self-evaluation process was implemented
of Directors are independent. A director of Directors’ meetings held in 2009 was 86%. through a questionnaire addressed to
is considered ‘independent’ if (a) he or she each director and a different questionnaire
is independent within the meaning of the In order for a meeting of the Board addressed to each member of the Board’s
Listed Company Manual of the New York of Directors to be validly held, a majority Committees. The process is coordinated
Stock Exchange, as amended from time to of the directors must be present or by the Company Secretary under the
time, or any successor manual or provisions, represented, including at least the Chairman supervision of the Chairman and the Lead
subject to the exemptions available for and a majority of the independent directors. Independent Director. Its findings are examined
foreign private issuers (the ‘NYSE standards’), In the absence of the Chairman, the Board by the Appointments, Remuneration and
(b) he or she is unaffiliated with any of Directors will appoint by majority vote Corporate Governance Committee and
shareholder owning or controlling more a chairman ‘pro tempore’ for the meeting presented with recommendations to the
than two percent of the total issued share in question. The Chairman may decide Board of Directors for implementation.
capital of ArcelorMittal, and (c) the Board of not to participate in a Board of Directors The second self-evaluation began in
Directors makes an affirmative determination meeting, provided he has given a proxy to December 2009 and is currently in progress.
to this effect. For these purposes, a person is one of the directors who will be present at
deemed affiliated to a shareholder if he or she the meeting. For any meeting of the Board
ArcelorMittal Annual Report 2009
Corporate Governance 67
The Board of Directors believes that its The primary function of the Audit Committee The Committee may also seek the advice
members have the appropriate range is to assist the Board of Directors in fulfilling of outside experts. According to its charter,
of skills, knowledge and experience necessary its oversight responsibilities by reviewing: the Audit Committee is required to meet at
to enable them to effectively govern least four times a year. During 2009, the Audit
• the financial reports and other financial
the Company’s business. Committee met seven times. The average
information provided by ArcelorMittal
attendance rate of the directors at the Audit
To further bolster these skills, to any governmental body or the public;
Committee meetings held in 2009 was 75%.
the Board of Directors launched in 2009 • ArcelorMittal’s system of internal
a continuous education program for its control regarding finance, accounting, Appointments, Remuneration and Corporate
members. The topics to be addressed through legal compliance and ethics that the Board Governance Committee
the program include areas of importance of Directors and senior management The Appointments, Remuneration and
for the future growth and development have established; and Corporate Governance Committee
of the Company (e.g., strategy, marketing, • ArcelorMittal’s auditing, accounting and (the ‘ARCG Committee’) is comprised of three
human resources, industrial development, financial reporting processes generally. directors, each of whom is independent under
corporate governance, legal and regulatory). the NYSE standards and the 10 Principles
The Audit Committee’s primary duties
Additional topics may be added at the request of Corporate Governance of the Luxembourg
and responsibilities are to:
of the members of the Board of Directors. Stock Exchange. The members are appointed
The education program usually consists • be an independent and objective party by the Board of Directors each year after
of an introduction by recognized experts to monitor ArcelorMittal’s financial reporting the annual general meeting of shareholders.
in the relevant fields, who may be practitioners process and internal controls system; The ARCG Committee makes decisions
or academics, followed by a facilitated • review and appraise the audit efforts by a simple majority with no member having
discussion between the presenter and the of ArcelorMittal’s independent auditors a casting vote.
Board of Directors. The members of the and internal auditing department;
Board of Directors also have the opportunity • provide an open avenue of communication The Board of Directors has established
to participate in specific programs designed among the independent auditors, the ARCG Committee to:
for directors of publicly listed companies senior management, the internal audit • determine, on its behalf and on behalf
at reputable academic institutions and department and the Board of Directors; of the shareholders within agreed terms
business schools. The Board of Directors • approve the appointment and fees of reference ArcelorMittal’s compensation
has a yearly budget dedicated to the of the independent auditors; and framework, including the stock options
continuing education program. • monitor the independence of the for the Chief Executive Officer, the Chief
independent auditors. Financial Officer, the members of the Group
Separate Meetings of
Independent Directors The four members of the Audit Committee Management Board and the members
are Messrs. Narayanan Vaghul, José Ramón of the Management Committee;
The independent members of the Board
Álvarez Rendueles, Wilbur L. Ross and Antoine • consider any candidate for appointment
of Directors may schedule meetings outside
Spillmann, each of whom is an independent or reappointment to the Board of Directors
the presence of non-independent directors.
director according to the NYSE standards and at the request of the Board of Directors
Five meetings of the independent directors
the 10 Principles of Corporate Governance and provide advice and recommendations
outside the presence of management and
of the Luxembourg Stock Exchange. to it regarding the same;
non-independent directors were held in 2009.
The Chairman of the Audit Committee is • evaluate the functioning of the Board
Board of Directors Committees Mr. Vaghul, who has significant experience of Directors and monitor Directors’
and financial expertise. Mr. Vaghul was until self-assessment process; and
The Board of Directors has three committees:
April 2009 the non-executive chairman of • develop, monitor and review
the Audit Committee, the Appointments,
ICICI Bank Ltd., a major Indian commercial bank corporate governance principles applicable
Remuneration and Corporate Governance
also listed on the NYSE. He is also a former to ArcelorMittal.
Committee and the Risk Management
Committee. The creation of the Risk chairman of the Mumbai (Bombay) Stock The ARCG Committee’s principal criteria
Management Committee was announced Exchange. Mr. Álvarez Rendueles, a former in determining the compensation of executives
on June 5, 2009. Governor of the Banco de España, former is to encourage and reward performance
President of the Banco Zaragozano and former that will lead to long-term enhancement
Audit Committee chairman of Aceralia (which after a three-way of shareholder value. The ARCG Committee
The Audit Committee must be composed merger in 2002 became part of Arcelor) may seek the advice of outside experts.
solely of independent members of the Board also has significant experience and financial The three members of the ARCG Committee
of Directors. The members are appointed expertise. Mr. Ross was the Chairman are Lewis B. Kaden, HRH Prince Guillaume
by the Board of Directors each year after of International Steel Group (ISG) from its of Luxembourg and Narayanan Vaghul, each
the annual general meeting. The members creation until its acquisition by ArcelorMittal of whom is independent in accordance with
must be independent as defined in Rule 10A-3 in 2005. He is the Chairman of a number the NYSE standards and the 10 Principles
of the U.S. Securities Exchange Act of 1934, of international companies including the of Corporate Governance of the Luxembourg
as amended. The Audit Committee makes International Auto Components Group and Stock Exchange. The Chairman of the
decisions by a simple majority with no member is the Chairman and Chief Executive Officer ARCG Committee is Mr. Kaden.
having a casting vote. of private equity firm WL Ross & Co. LLC.
As such, he has acquired significant experience The ARCG Committee is required to meet
in the steel industry and in the management at least twice a year. During 2009,
of international companies in various economic this committee met five times. The average
sectors. Mr. Spillmann also has significant attendance rate at the ARCG Committee
financial expertise, having worked for several meetings held in 2009 was 77%.
major banks, mainly in the United Kingdom,
and is currently an executive partner at
Bruellan, an asset management firm in
Geneva, Switzerland.
ArcelorMittal Annual Report 2009
68 Corporate Governance
Risk Management Committee Decisions and recommendations of the Group Management Board
As announced on June 5, 2009, the Board Risk Management Committee are adopted The Group Management Board is entrusted
of Directors created a Risk Management at a simple majority. In case of deadlock, with the day-to-day management
Committee to assist it with risk management, any Committee member may bring the matter of ArcelorMittal. Mr. Lakshmi N. Mittal,
in line with recent developments in corporate before the Board of Directors. The Chairman the Chief Executive Officer, is the Chairman
governance best practices and in parallel or, in the absence of the Chairman, any other of the Group Management Board.
with the creation of a Group Risk Management member of the Risk Management Committee, The members of the Group Management
Committee (‘GRMC’) at the executive level. will report to the Board of Directors at each Board are appointed and dismissed by the
of the latter’s quarterly meetings or more Board of Directors. As the Group Management
The members are appointed by the Board frequently if circumstances so require. Board is not a corporate body created
of Directors each year after the annual The Risk Management Committee will by Luxembourg law or ArcelorMittal’s Articles
general meeting of shareholders. The Risk conduct an annual self-evaluation of its own of Association, the Group Management
Management Committee must be comprised performance, its interaction with the GRMC Board may exercise only the authority
of at least two members. At its creation, and the Board of Directors as well as of its granted to it by the Board of Directors.
the Risk Management Committee had two effectiveness and compliance with its charter.
members, Antoine Spillmann and Georges In establishing ArcelorMittal’s strategic
Schmit. Sudhir Maheshwari, a member The purpose of the Risk Management direction and corporate policies,
of the Group Management Board who chairs Committee is to support the Board of Mr. Lakshmi N. Mittal is supported by
the GRMC, is an invitee to the meetings Directors in fulfilling its corporate governance members of ArcelorMittal’s senior
of the Risk Management Committee. At least and oversight responsibilities by assisting management, who have substantial
half of the members of the Risk Management with the monitoring and review of the professional and worldwide steel industry
Committee must be independent under risk management framework and process experience. Some of the members
the NYSE standards and the 10 Principles of ArcelorMittal. Its main responsibilities and of ArcelorMittal’s senior management
of Corporate Governance of the Luxembourg duties are to assist the Board of Directors team are also members of the Group
Stock Exchange. Mr. Schmit resigned by developing recommendations regarding Management Board.
from the Board of Directors effective the following matters:
Management Committee
December 31, 2009. His replacement • The oversight, development and
on the Risk Management Committee is The Group Management Board is assisted
implementation of a risk identification
Jeannot Krecké, effective February 10, 2010. by a Management Committee comprised
and management process and the review
of the members of the Group Management
The Risk Management Committee met for and reporting on the same in a consistent
Board and 15 other senior executive officers.
the first time on July 28, 2009 and had a total manner throughout the ArcelorMittal Group;
The Management Committee discusses
of two meetings in 2009. According to • The review of the effectiveness of the
and prepares Group decisions on matters
its charter, it is required to meet at least four Group-wide risk management framework,
of Group-wide importance, integrates
times per year on a quarterly basis or more policies and process at Corporate, Segment
the geographical dimension of the
frequently if circumstances so require. and Business Unit levels, and the proposing
Group, ensures in-depth discussions with
The average attendance rate at the Risk of improvements, with the aim of ensuring
ArcelorMittal’s operational and resources
Management Committee meetings held that the Group’s management is supported
leaders, and shares information about the
in 2009 was 100%. by an effective risk management system;
situation of the Group and its markets.
• The promotion of constructive and open
The members of the Risk Management exchanges on risk identification and Succession Planning
Committee may decide to appoint a Chairman management among senior management Succession management at ArcelorMittal
by majority vote. Mr. Spillmann was designated (through the GRMC), the Board of Directors, is a systematic and deliberate process
as Chairman. The Chairman of the GRMC the Internal Assurance department, the Legal for identifying and preparing employees with
will be an invitee to the Risk Management Department and other relevant departments potential to fill key organizational positions
Committee and, in addition, it may invite within the ArcelorMittal Group; should the current incumbent’s term expire.
any other member of the GRMC or any • The review of proposals for assessing, This process applies to all ArcelorMittal
other expert from within the ArcelorMittal defining and reviewing the risk appetite/ executives up to and including the Group
group to participate in a meeting. The Risk tolerance level of the Group and ensuring Management Board. Succession management
Management Committee may also seek that appropriate risk limits/tolerance levels aims to ensure the continued effective
the advice of outside experts. are in place, with the aim of helping to define performance of the organization by providing
the Group’s risk management strategy; for the availability of experienced and capable
• The review of the Group’s internal and employees who are prepared to assume these
external audit plans to ensure that they roles as they become available. For each
include a review of the major risks facing position, candidates are identified based
the ArcelorMittal Group; and on performance and potential and their ‘years
• Making recommendations within the scope to readiness’ and development needs are
of its charter to ArcelorMittal’s senior discussed and confirmed. Regular reviews of
management and to the Board of Directors succession plans are conducted to ensure that
about senior management’s proposals they are accurate and up to date. Succession
concerning risk management. management is a necessary process to reduce
risk, create a pipeline of future leaders, ensure
smooth business continuity and improve
ArcelorMittal Annual Report 2009
Corporate Governance 69
employee motivation. Although ArcelorMittal’s Process for Handling Complaints Measures to Prevent Insider Dealing and
predecessor companies each had certain on Accounting Matters Market Manipulation
succession planning processes in place, the
As part of the procedures of the Board The Board of Directors of ArcelorMittal
process has been reinforced, widened and
of Directors for handling complaints or has adopted Insider Dealing Regulations (‘IDR’),
made more systematic since 2006.
concerns about accounting, internal controls which are updated when necessary and
Other Corporate Governance Practices and auditing issues, ArcelorMittal’s Anti-Fraud in relation to which training is conducted
Policy and Code of Business Conduct throughout the Group. The IDR’s most recent
ArcelorMittal is committed to adopt best
encourages all employees to bring such version is available on ArcelorMittal’s website,
practice standards in terms of corporate
issues to the Audit Committee’s attention www.arcelormittal.com, under ‘Investors
governance in its dealings with shareholders
on a confidential basis. In accordance with & Shareholders—Corporate Governance—
and aims to ensure good corporate
ArcelorMittal’s Anti-Fraud and Whistleblower Insider Dealing Regulations’.
governance by applying rules on transparency,
Policy, concerns with regard to possible
quality of reporting and the balance The IDR apply to the worldwide operations
fraud or irregularities in accounting, auditing
of powers. ArcelorMittal continually monitors of ArcelorMittal. The Company Secretary
or banking matters or bribery within
U.S., European Union and Luxembourg legal of ArcelorMittal is the IDR compliance officer
ArcelorMittal or any of its subsidiaries
requirements and best practices in order and answers questions that members
or other controlled entities may also be
to make adjustments to its corporate of senior management, the Board of Directors,
communicated through the ‘Corporate
governance controls and procedures when or employees may have about the IDR’s
Governance – Whistleblower’ section
necessary. ArcelorMittal complies with the interpretation. ArcelorMittal maintains a list
of the ArcelorMittal website at
Ten Principles of Corporate Governance of insiders as required by the Luxembourg
www.arcelormittal.com, where ArcelorMittal’s
of the Luxembourg Stock Exchange in all market manipulation (abus de marché)
Anti-Fraud Policy and Code of Business
respects except for the recommendation law of May 9, 2006. The compliance officer
Conduct are also available in each of the main
to separate the posts of chairman of the may assist senior executives and directors
working languages used within the Group.
Board of Directors and chief executive officer. with the filing of notices required by
The nomination of the same person for both During 2009, 126 total complaints Luxembourg law to be filed with the
positions was approved in 2007 by the were referred to the Company’s Internal Luxembourg financial regulator, the CSSF
shareholders (with the Significant Shareholder Assurance team (described below). (Commission de Surveillance du Secteur
abstaining) of Mittal Steel Company N.V., Following review, none of these complaints Financier). Furthermore, the compliance
which was at that time the parent company was found to be significant. officer has the power to conduct investigations
of the combined ArcelorMittal Group. in connection with the application and
Internal Assurance
enforcement of the IDR, in which any
Ethics and Conflict of Interest
ArcelorMittal has an Internal Assurance employee or member of senior management
Ethics and conflicts of interest are governed function that, through its Head of Internal or of the Board of Directors is required
by ArcelorMittal’s Code of Business Conduct, Assurance, reports to the Audit Committee. to cooperate.
which establishes the standards for ethical The function is staffed by full-time professional
Selected new employees of ArcelorMittal
behavior that are to be followed by all staff located within each of the principal
are required to participate in a training course
employees and directors of ArcelorMittal operating subsidiaries and at the corporate
about the IDR upon joining ArcelorMittal
in the exercise of their duties. They must level. Recommendations and matters relating
and every three years thereafter.
always act in the best interests of ArcelorMittal to internal control and processes are made
The individuals who must participate in the
and must avoid any situation in which their by the Internal Assurance function and their
IDR training include the members of senior
personal interests conflict, or could conflict, implementation is regularly reviewed by the
management, employees who work in finance,
with their obligations to ArcelorMittal. Audit Committee.
legal, sales, mergers and acquisitions
As employees, they must not acquire any
Independent Auditors and other areas that the Company may
financial or other interest in any business or
determine from time to time. In addition,
participate in any activity that could deprive The appointment and determination of fees
ArcelorMittal’s Code of Business Conduct
ArcelorMittal of the time or the attention of the independent auditors is the direct
contains a section on ‘Trading in the
needed to devote to the performance their responsibility of the Audit Committee.
Securities of the Company’ that emphasizes
duties. Any behavior that deviates from the The Audit Committee is further responsible
the prohibition to trade on the basis
Code of Business Conduct is to be reported for obtaining, at least once each year, a written
of inside information.
to the employee’s supervisor, a member statement from the independent auditors
of the management, the head of the legal that their independence has not been impaired.
department or the head of the internal The Audit Committee has also obtained
assurance department. Code of Business a confirmation from ArcelorMittal’s principal
Conduct training is offered throughout independent auditors to the effect that none
ArcelorMittal. All new employees of of its former employees are in a position
ArcelorMittal must acknowledge the Code within ArcelorMittal that may impair
of Business Conduct in writing upon joining the principal auditors’ independence.
and are periodically trained about the
Code of Business Conduct in each location
where ArcelorMittal has operations.
The Code of Business Conduct is available
in the ‘Corporate Governance—Code of
Business Conduct’ section of ArcelorMittal’s
website at www.arcelormittal.com
ArcelorMittal Annual Report 2009
70 Corporate Governance
Compensation
Board of Directors
The total annual compensation of the members of ArcelorMittal’s Board of Directors paid in 2008 and 2009 was as follows:
The annual compensation paid to the members of ArcelorMittal’s Board of Directors for services in all capacities in 2008 and 2009 was as follows:
R
1
epresents actual payments made to directors 2
Mr. Mukherjee was elected to ArcelorMittal’s Board 7
The mandate of Mr. Marti ended on May 12, 2009.
in a calendar year. Compensation with respect to 2007 of Directors on May 13, 2008, prior to which he was 8
Mr. Fernández López resigned on May 13, 2008.
(paid after shareholder approval at the annual general a Member of the Group Management Board, responsible 9
The mandate of Mr. Hansen ended on May 12, 2009.
meeting held on May 13, 2008), and attendance fees for Asia, Africa, Mining and CIS. 10
Mr. Spillmann was elected to ArcelorMittal’s Board
for 2007 amounting to approximately $0.4 million Mr. Mukherjee was compensated as a member of Directors on May 13, 2008, replacing Corporación
(paid in February 2008) are included in the 2008 of senior management in 2008 until his appointment to JMAC. Mr. Spillmann had been the representative
column. Compensation with respect to 2008 the Board, and as a Director thereafter. The table above of Corporación JMAC on the Board before
(paid after shareholder approval at the annual general relates solely to compensation received by Mr. Mukherjee May 13, 2008. Compensation received by Mr. Spillmann
meeting held on May 12, 2009) and attendance fees while a Director. Mr. Mukherjee resigned effective as of both as a representative of Corporación JMAC and
for 2008 amounting to approximately $0.4 million September 1, 2009. as a Director in his own right is included in this table.
(paid in February 2009) are included in the 2009 3
The mandate of Mr. Kinsch ended on May 13, 2008. 11
Mr. Zaleski resigned on March 5, 2008.
column. Compensation and attendance fees with 4
The mandate of Mr. Silva de Freitas ended on 12
Mr. Fernández Toxo was elected to ArcelorMittal’s Board
respect to 2009 will be paid in 2010 and are not May 12, 2009. of Directors on May 13, 2008. Mr. Fernández Toxo
included in the 2009 column. 5
Mr. Schmit resigned effective as of December 31, 2009. resigned effective as of May 12, 2009.
6
The mandate of Mr. Pachura ended on May 13, 2008.
ArcelorMittal Annual Report 2009
Corporate Governance 71
On February 10, 2009, the Board and temporary lay-offs. The proposal The following table provides a summary
of Directors decided that it would propose was approved by the annual general of the options outstanding and the exercise
to the next annual general meeting meeting held on May 12, 2009. price of the options granted to ArcelorMittal’s
of shareholders to reduce the annual Board of Directors as of December 31, 2009
compensation of board members As of December 31, 2008 (in 2001, 2003 and 2004, no options
(including that of the Chairman and Chief and 2009, ArcelorMittal did not have were granted to members of ArcelorMittal’s
Executive Officer) by 15% as compared to outstanding any loans or advances Board of Directors):
the previous year as an additional measure to members of its Board of Directors
in light of prevailing difficult conditions and, as of December 31, 2009,
in the steel industry and to show leadership ArcelorMittal had not given any
and solidarity with the Company’s guarantees for the benefit of any
employees affected by redundancies member of its Board of Directors.
Weighted
Average
Granted Granted Granted Granted Granted Granted Granted Exercise
in 2000 in 2002 in 2005 in 2006 in 2007 in 2008 in 2009 Total Price
Lakshmi N. Mittal 80,000 80,000 100,000 100,000 60,000 60,000 60,000 540,000 $33.75
Vanisha Mittal Bhatia — — — — — — — — —
Narayanan Vaghul — — — — — — — — —
Malay Mukherjee13 — — — — — — — — —
Wilbur L. Ross — — — — — — — — —
Lewis B. Kaden — — — — — — — — —
François Pinault — — — — — — — — —
José Ramón Álvarez Rendueles — — — — — — — — —
Sergio Silva de Freitas14 — — — — — — — — —
Georges Schmit15 — — — — — — — — —
Michel Angel Marti16 — — — — — — — — —
Jean-Pierre Hansen17 — — — — — — — — —
John Castegnaro — — — — — — — — —
Antoine Spillmann — — — — — — — — —
HRH Prince Guillaume
de Luxembourg — — — — — — — — —
Ignacio Fernández Toxo18 — — — — — — — — —
Total 80,000 80,000 100,000 100,000 60,000 60,000 60,000 540,000 —
Exercise price $8.57 $2.26 $28.75 $33.76 $64.30 $82.57 $38.30 — $33.75
Term (in years) 10 10 10 10 10 10 10 — —
Expiration date Jun. 1, Apr. 5, Aug. 23, Sep. 1, Aug. 2, Aug. 5, Aug. 4,
2010 2012 2015 2016 2017 2018 2019 — —
Senior Management was paid partly with cash and partly to reduce their salary by 12%,
with share-based compensation. and the members of the Management
The total compensation paid in 2009
As of December 31, 2009, approximately Committee voluntarily decided
to members of ArcelorMittal’s senior
$1.2 million was accrued by ArcelorMittal to reduce their salary by 10%,
management (including Lakshmi N. Mittal
to provide pension benefits to its as compared to the previous year.
in his capacity as CEO) was $15.4 million
senior management.
in base salary (including various allowances No loans or advances to ArcelorMittal’s
paid in cash) and $18.1 million in In connection with the Board of Directors’ senior management were made
short-term performance related variable decision in February 2009 to reduce during 2009 and no such loans
pay, which included a bonus linked its compensation in light of conditions or advances were outstanding
to 2008 results and the first part in the steel market, Group Management as of December 31, 2009.
of a bonus linked to 2009 results that Board members voluntarily decided
Board of Directors and Senior Fixed Annual Salary Stock Option Plan
Management Compensation Policy The size of the fixed annual salary In 1999, the Company established the
Philosophy is targeted to the median salary ArcelorMittal Global Stock Option Plan,
level of the peer group of companies, known as ‘ArcelorMittalShares’ with
The ArcelorMittal Compensation i.e., industrial companies of a similar a duration of 10 years. As the initial plan
Policy for executives is based on size and scope. The base salary levels reached expiration, a new ‘ArcelorMittal
the following principles: are reviewed annually to ensure that Global Stock Option Plan 2009-2018’
• Provide total compensation ArcelorMittal remains competitive. was adopted by the annual general
competitive with executive compensation meeting shareholders on May 12, 2009
Short-Term Incentives: and took effect as of May 15, 2009.
levels of industrial companies Performance-Related Bonus
of a similar size and scope; Under the terms of this new stock option
• Promote internal equity and market ArcelorMittal has a discretionary bonus plan, ArcelorMittal may grant options
median base pay levels for our plan. The performance of the ArcelorMittal to purchase common stock to senior
executives, combined with Group as a whole, the performance management of ArcelorMittal and its
‘pay for performance’; of the relevant business units, the associates for up to 100,000,000 shares
• Motivate managers towards achievement of specific objectives of common stock. The exercise price
the achievement of Group-wide and the individual’s overall performance of each option equals not less than the
and personal goals, including and potential determine the outcome fair market value of ArcelorMittal stock
efficiency and growth; and of the bonus calculation. This bonus plan, on the grant date, with a maximum term
• Retain individuals who consistently called the Global Performance Bonus of 10 years. Options are granted at the
perform at expected levels Plan, is applicable to more than 2,000 discretion of ArcelorMittal’s Appointments,
and contribute to the success executives and managers worldwide. Remuneration and Corporate Governance
of the organization. Committee, or its delegate. The options
The bonus is calculated as a percentage vest either ratably upon each of the first
Governance Principles of the individual’s base salary. Different three anniversaries of the grant date,
percentage ranges are used depending or, in total, upon the death, disability
The Appointments, Remuneration on the hierarchical level of the individual.
and Corporate Governance Committee or retirement of the participant.
Performance-related bonuses are paid
of ArcelorMittal draws up proposals only if certain minimum performance On August 5, November 10 and
annually for the Board of Directors thresholds are exceeded by the December 15, 2008, ArcelorMittal granted
on ArcelorMittal’s executive compensation. ArcelorMittal Group as a whole and/or 7,255,950, 20,585 and 48,000 options,
The Committee also prepares proposals the relevant business segment. respectively, under the ArcelorMittalShares
on the fees to be paid annually to plan to a group of key employees at
the members of the Board of Directors. In 2009, the Global Performance Bonus an exercise price of $82.57, $22.25
Such proposals relating to executive was divided into two parts, with 30% and $23.75, respectively. The options
compensation comprise the related to the Company’s objectives during expire on August 5, November 10 and
following elements: the first six months of the year in order December 15, 2018, respectively.
to focus management on the short-term
• Fixed annual salary; and rapid actions required in response On August 4, 2009, ArcelorMittal
• Short-term incentives, e.g., to the economic crisis. Wherever possible, granted 6,128,900 options under the
performance-related bonus; and 40% of the 2008 Global Performance new ArcelorMittal Global Stock Option Plan
• Long-term incentives, e.g., stock options. Bonus and 2009 Global Performance 2009-2018 to a group of key employees
They apply to the following group Bonus were paid in shares as per the at an exercise price of $38.30. The options
of senior executives: resolution approved by the annual expire on August 4, 2019.
general meeting of May 12, 2009. The Company determines the fair value
• the Chief Executive Officer;
• the members of the Group Management Long-Term Incentives: Stock Options of the options at the date of grant using
Board; and the Black-Scholes option pricing model.
The Chief Executive Officer, the Group The fair values for options and other
• the members of the Management Management Board members and
Committee. share-based compensation are recorded
the Management Committee members as expenses in the consolidated statement
Decisions on short- and long-term benefit from the Global Stock Option of operations over the relevant vesting or
incentive plans may apply to a larger Plan. This plan also applies to a larger service periods, adjusted to reflect actual
group of employees. The Appointments, group of employees. The overall cap and expected levels of vesting.
Remuneration and Corporate on options available for grants during
Governance Committee receives updates a year is approved by the shareholders The fair value of each option grant
about the application of these plans at the annual general meeting. to purchase ArcelorMittal common
on a regular basis. shares is estimated on the date
Other Benefits of the grant using the Black-Scholes
In addition to the main compensation option pricing model with the
elements described above, other following weighted average assumptions
benefits may be provided to executives, (based on the year of the grant):
such as company cars and contributions
to pension plans and insurance policies.
ArcelorMittal Annual Report 2009
Corporate Governance 73
2008 2009
Exercise Price $82.57–22.25 $38.30
Dividend yield 1.82%–6.74% 1.96%
Expected annualized volatility 45%–57% 62%
Discount rate – bond equivalent yield 4.02%–2.52% 3.69%
Weighted average share price $82.57–22.25 $38.30
Expected life in years 6 6
Fair value of options (per share) $34–9 $20
Weighted
Range of Average
Number Exercise Prices Exercise Price
of Options (per option) (per option)
Outstanding, December 31, 2007 13,579,438 $2.26–74.54 $46.15
Granted 7,324,535 22.25–82.57 82.01
Exercised (954,844) 2.26–64.30 31.88
Canceled (347,034) 2.26–82.57 51.28
Forfeitures (43,629) 28.75–64.30 43.35
Outstanding, December 31, 2008 19,558,466 2.26–82.57 60.01
Granted 6,128,900 38.30 38.30
Exercised (456,251) 2.26–33.76 24.56
Canceled (539,023) 33.76–82.57 70.02
Forfeitures (644,712) 2.26–82.57 52.20
Outstanding, December 31, 2009 24,047,380 2.26–82.57 55.22
Exercisable, December 31, 2009 11,777,703 2.26–82.57 52.46
Exercisable, December 31, 2008 6,011,214 2.26–82.57 39.75
Exercisable, December 31, 2007 2,595,164 2.26–64.30 24.49
The following table summarizes certain information regarding total stock options of the Company outstanding as of December 31, 2009:
Options Outstanding
Weighted average Options exercisable
contractual life (number of
Exercise Prices (per option) Number of options (in years) options)
82.57 6,831,783 8.60 2,379,762
74.54 13,000 7.95 8,666
64.30 5,244,202 7.59 3,571,929
43.40 1,394,326 3.50 1,394,326
38.30 6,121,900 9.60 27,000
33.76 2,425,857 6.67 2,425,434
28.75 1,552,547 5.65 1,552,547
23.75 48,000 8.96 15,998
22.25 20,585 8.87 6,861
20.38 11,429 2.50 11,429
16.53 29,373 1.50 29,373
8.57 150,200 0.42 150,200
2.26 204,178 2.26 204,178
$2.26 – 82.57 24,047,380 7.84 11,777,703
ArcelorMittal Annual Report 2009
74 Corporate Governance
Share Ownership
Other than the Significant shareholder, In 2001, 2003 and 2004, no options The plan was offered to 204,072 employees
each director and member of senior were granted to members of Mittal Steel’s in 22 jurisdictions. ArcelorMittal offered
management beneficially owns less than senior management. a maximum total number of 2,500,000
1% of ArcelorMittal’s shares. The percentage shares (0.2% of the current issued shares
In accordance with the Luxembourg Stock
of total common shares (including treasury on a fully diluted basis). A total of 392,282
Exchange’s Ten Principles of Corporate
stock) in the possession of the Significant shares were subscribed, 1,300 of which
Governance, independent non-executive
shareholder decreased from 44.79% prior were subscribed by Members of the Group
members of ArcelorMittal’s Board
to November 13, 2007 to 43.05% after Management Board and the Management
of Directors do not receive share options.
that date as a result of the second step Committee of the Company. The subscription
of the merger of Mittal Steel and Arcelor. Employee Share Purchase Plan (ESPP) price was $36.56 before discounts. The
In 2009 the percentage of total common subscription ran from November 10, 2009
At the Annual General Shareholders’ meeting
shares (including treasury stock) in the until November 19, 2009 and was settled
held on May 12, 2009, the shareholders
possession of the Significant shareholder with treasury shares on January 21, 2010.
adopted an Employee Share Purchase Plan
decreased further to 40.84% as a result
as part of a global employee engagement Pursuant to the plan, eligible employees
of the offering of 140,882,634 shares,
and participation policy. As with the previous could apply to purchase a number of shares
of which the Significant shareholder acquired
Employee Share Purchase Plan implemented not exceeding that number of whole shares
10%. To close this offering, 112,088,263
in 2008, the plan’s goal was to strengthen equal to the lower of (1) 200 shares and
new shares were offered and 28,794,371
the link between the Group and its employees (2) the number of whole shares that may
shares were taken from treasury. In 2008,
and to align the interests of ArcelorMittal be purchased for $15,000 (rounded down
the number of ArcelorMittal options granted
employees and shareholders. The main to the nearest whole number of shares).
to directors and then-senior management
features of the plan, which was implemented
(including the Significant shareholder) The purchase price was equal to the average
in November 2009, were the following:
was 693,000 at an exercise price of $82.57. of the opening and the closing prices of
In 2009, the number of ArcelorMittal options the ArcelorMittal shares trading on the NYSE
granted to directors and senior management on the exchange day immediately preceding
(including the Significant shareholder) the opening of the subscription period,
was 761,500 at an exercise price of $38.30. which is referred to as the ‘reference price,’
The Mittal Steel and ArcelorMittal options less a discount equal to:
vest either ratably upon each of the first three
(a) 15% of the reference price for a purchase
anniversaries of the grant date (or in total
order not exceeding the lower of (1)
upon the death, disability or retirement
100 shares, and (2) the number of shares
of the grantee) and expire ten years after
(rounded down to the nearest whole number)
the grant date.
corresponding to an investment of $7,500
(the first cap); and thereafter;
ArcelorMittal Annual Report 2009
Corporate Governance 75
(b) 10% of the reference price for any Shares purchased under the plan are subject in the case of early exit events.
additional acquisition of shares up to a number to a three-year lock-up period as from During this period, and subject to the early
of shares (including those in the first cap) not the settlement date, except for the following exit events, dividends paid on shares
exceeding the lower of (x) 200 shares, and early exit events: permanent disability are held for the employee’s account
(y) the number of shares (rounded down of the employee, termination of the and accrue interest. Employee shareholders
to the nearest whole number) corresponding employee’s employment or death of the are entitled to any dividends paid by
to an investment of $15,000 (the second cap). employee. At the end of this lock-up period, ArcelorMittal after the settlement date
the employees will have a choice either and they are entitled to vote their shares.
All shares purchased under the ESPP
are currently held in custody for the benefit to sell their shares (subject to compliance with
of the employees in global accounts opened ArcelorMittal’s insider dealing regulations)
by BNP Paribas Securities Services, except or keep their shares and have them delivered
for shares purchased by Canadian and U.S. to their personal securities account or
employees, which are held in custody make no election, in which case shares will
in one global account maintained by Mellon be automatically sold. Shares may be sold
Investors LLC Services. or released within the lock-up period
The following table summarizes outstanding share options, as of December 31, 2009, granted to the members of senior management of
ArcelorMittal (or its predecessor company Mittal Steel, depending on the year):
Average
Year of Year of Year of Year of Year of Year of Year of weighted
Grant Grant Grant Grant Grant Grant Grant Exercise
2000 2002 2005 2006 2007 2008 2009 Total* price*
Senior Managers**
(including Significant
shareholder) 87,500 105,000 255,346 348,539 609,001 693,000 761,500 2,891,886
Exercise price $8.57 $2.26 $28.75 $33.76 $64.30 $82.57 $38.30 $59.39
Term (in years) 10 10 10 10 10 10 10 — —
Expiration date Jun. 1, Apr. 5, Aug. 23, Sep. 1, Aug. 2, Aug. 5, Aug. 4,
2010 2012 2015 2016 2017 2018 2019 — —
* The options granted by Arcelor (noted above) ** Includes options granted to Mr. Malay Mukherjee,
have been included in the total number of options all of which were received in his capacity
and the average weighted exercise price as a member of senior management. Mr. Mukherjee
(at a conversion rate of 1 euro = 1.3705 U.S. dollars) was elected to ArcelorMittal’s Board of Directors
and 32,000 options granted on December 15, 2008 on May 13, 2008, prior to which point he was a Member
at an exercise price of $23.75. of the Group Management Board, responsible for Asia,
Africa, Mining and CIS, and resigned from ArcelorMittal’s
Board of Directors effective as of September 1, 2009.
ArcelorMittal Annual Report 2009
76 Share Capital and Voting Rights
Share Capital
As of December 31, 2009, the authorized
share capital of ArcelorMittal consisted
of 1,617,000,000 common shares without
nominal value. At December 31, 2009,
1,560,914,610 common shares, compared
to 1,448,826,347 common shares
at December 31, 2008, were issued
and 1,509,541,518 common shares,
compared to 1,366,002,278 common
shares at December 31, 2008,
were outstanding.
ArcelorMittal Common Shares1
Number %
The following table sets forth information Significant shareholder2 637,944,863 40.87
as of December 31, 2009 with respect Treasury Stock3 49,919,706 3.20
to the beneficial ownership of ArcelorMittal Other public shareholders 873,050,041 55.93
common shares by each person who Total 1,560,914,610 100.00
is known to be the beneficial owner of more Directors and Senior Management4,5 1,887,008 0.12
than 5% of the shares and all directors
and senior management as a group.
ArcelorMittal Annual Report 2009
Share Capital and Voting Rights 77
The ArcelorMittal common shares At December 31, 2009, there were class A common shares held in treasury))
may be held in registered form only. 160 U.S. shareholders holding and 457,490,210 Mittal Steel class B
Registered shares may consist of (1) shares an aggregate of 49,348,870 New York common shares (100% of the issued
traded on the NYSE, or New York Shares, Shares, representing approximately and outstanding class), representing
which are registered in a register kept by 3.17% of the common shares issued approximately 98% of the combined
or on behalf of ArcelorMittal by its New (including treasury shares). ArcelorMittal’s voting interest in Mittal Steel. Upon
York transfer agent, or (2) shares traded knowledge of the number of New York completion of the merger with ISG on
on Euronext Amsterdam by NYSE Euronext, Shares held by U.S. holders is based April 15, 2005, 60,891,883 shares were
Euronext Brussels by NYSE Euronext, solely on the records of its New York issued to the former shareholders of ISG
Euronext Paris by NYSE Euronext, the transfer agent regarding registered as partial payment for ISG (the other
regulated market of the Luxembourg Stock ArcelorMittal common shares. part was paid in cash). Prior to the merger
Exchange and the Spanish Stock Exchanges with ISG, Mittal Steel’s Significant
At December 31, 2009, there were
(Madrid, Bilbao, Valencia and Barcelona), shareholder owned directly and indirectly
832,885,242 ArcelorMittal common
which are registered in ArcelorMittal’s through holding companies 165,794,790
shares being held through the
shareholders’ register, or ArcelorMittal Mittal Steel class A common shares
Euroclear/Iberclear clearing system
European Register Shares, which are (approximately 89.5% of the issued
in The Netherlands, France,
registered in a local shareholder register and outstanding class (except for class A
Luxembourg and Spain.
kept by or on behalf of ArcelorMittal common shares held in treasury))
by BNP Paribas Securities Services in Voting Rights and 457,490,210 Mittal Steel class B
Amsterdam, or directly on ArcelorMittal’s common shares (100% of the issued
As of December 31, 2009, ArcelorMittal’s
Luxembourg shareholder register without and outstanding class), representing
Significant shareholder owned directly
being held on ArcelorMittal’s local Dutch approximately 99.6% of the combined
and indirectly through holding companies
shareholder register. Under Luxembourg voting interest in Mittal Steel.
637,504,863 ArcelorMittal common
law, the ownership of registered shares On completion of the acquisition
shares, representing approximately
is evidenced by the inscription of the of LNM Holdings on December 17, 2004,
40.84% of the combined voting interest
name of the shareholder, the number 139,659,790 Mittal Steel class A common
in ArcelorMittal. In the merger between
of shares held by such shareholder and shares and 385,340,210 Mittal Steel
ArcelorMittal and Arcelor, 31,619,094
the amount paid up on each share in class B common shares were issued
ArcelorMittal shares were issued on
the shareholder register of ArcelorMittal. to an intermediate holding company
November 13, 2007. After closing
At December 31, 2009, there were 2,824 owned by the Significant shareholder.
of the third offer period for Arcelor shares
shareholders other than the Significant Prior to the completion of the acquisition
on November 17, 2006, a total of
shareholder holding an aggregate of of LNM Holdings, the Significant shareholder
679,416,607 shares had been issued
41,662,061 ArcelorMittal common shares owned 26,135,000 Mittal Steel class A
to the shareholders of Arcelor since
registered in ArcelorMittal’s shareholder common shares (approximately 57.5%
July 31, 2006, as partial payment for
register, representing approximately of the then issued and outstanding class
Arcelor (the other part was paid in cash).
3% of the common shares issued (save for class A common shares held in
Prior to closing of the third offer period
(including treasury shares). treasury)) and 72,150,000 Mittal Steel
for Arcelor shares on November 17, 2006,
class B common shares (100% of the then
Mittal Steel’s Significant shareholder
issued and outstanding class), representing
owned directly and indirectly through
approximately 97.5% of the combined
holding companies 165,794,790
voting interest in Mittal Steel.
Mittal Steel class A common shares
(approximately 67% of the issued
and outstanding class (except for
1
For purposes of this table, a person or group of persons is shares, of which 420,000 are, for the purposes of shares awarded to senior management as
deemed to have beneficial ownership of any ArcelorMittal this table, deemed to be beneficially owned by Mr. Mittal bonus shares in respect of 2008 and 123,766
common shares as of a given date on which such person due to the fact that those options are exercisable within shares awarded to senior management as bonus
or group of persons has the right to acquire such shares 60 days. Mrs. Mittal is the direct owner of 25,000 shares in respect of 2009; (3) 1,119,165 shares
within 60 days after December 31, 2009 upon exercise ArcelorMittal common shares and holds options to acquire contributed to the ArcelorMittal USA Pension Trust;
of vested portions of stock options. The first-third of the an additional 20,000 ArcelorMittal common shares, (4) shares used to settle purchases under the ESPP
stock options granted on August 5, 2008 and the first- of which all 20,000 options are, for the purposes of this offering that closed on January 21, 2010;
and second-thirds of the stock options granted on August table, deemed to be beneficially owned by Mrs. Mittal due (5) 456,251 options that were exercised, during the
2, 2007 vested on August 5, 2009, and August 2, 2009, to the fact that those options are exercisable within 60 January 1, 2009—December 31, 2009 period and
respectively, and all stock options of the previous grants days. Mr. Mittal and Mrs. Mittal share equally beneficial (6) 1,013,386 stock options that can be exercised
have vested. None of the stock options granted on ownership of 100% of Ispat International Investments S.L. by directors and senior management (other than the
August 4, 2009 has vested; the first-third of such options, and share equally beneficial ownership of 100% of Mittal Significant shareholder), and 440,000 stock options
however, will vest on August 4, 2010. Investments S.à r.l. Accordingly, Mr. Mittal is the beneficial that can be exercised by the Significant shareholder,
2
Mr. Lakshmi Mittal and his wife, Mrs. Usha Mittal, have owner of 637,899,863 ArcelorMittal common shares in each case within 60 days of December 31, 2009.
direct ownership of ArcelorMittal common shares and and Mrs. Mittal is the beneficial owner of 637,383,263 Holders of these stock options are deemed to beneficially
indirect ownership of holding companies that own common shares. Excluding options, Mr. Lakshmi Mittal own ArcelorMittal common shares for the purposes
ArcelorMittal common shares. Ispat International and Mrs. Usha Mittal together, directly and indirectly of this table due to the fact that such options are
Investments S.L. is the owner of 112,338,263 through intermediate holding companies, own exercisable within 60 days.
ArcelorMittal common shares. Mittal Investments S.à r.l., 637,504,863 ArcelorMittal common shares. 4
Excludes shares beneficially owned by the
a limited liability company organized under the laws of 3
Represents ArcelorMittal common shares repurchased Significant shareholder.
Luxembourg, is the owner of 525,000,000 ArcelorMittal pursuant to share repurchase programs in prior years and 5
T
hese 1,887,008 ArcelorMittal common shares are
common shares. Mr. Mittal is the direct owner of fractional shares returned in various transactions and included in shares owned by the public shareholders
141,600 ArcelorMittal common shares and holds options excludes (1) 28,794,371 treasury shares to settle the indicated above.
to acquire an additional 540,000 ArcelorMittal common common stock offering on May 6, 2009; (2) 801,890
ArcelorMittal Annual Report 2009
78 Group Structure
Group Structure
ArcelorMittal
ArcelorMittal ArcelorMittal
Gipuzkoa, S.L. Ostrava
ArcelorMittal Sonasid
Ruhrort
ArcelorMittal Annual Report 2009
Group Structure 79
ArcelorMittal
Temirtau
01 Our Philosophy
02 Financial Highlights
04 Message from the Chairman and CEO
08 Questions for the Group Management Board
14 2009 Highlights
16 Board of Directors
20 Senior Management
24 Business Strategy
28 Corporate Responsibility
42 Global Presence
48 Operational Review
58 Liquidity
62 Market Information
66 Corporate Governance
76 Share Capital and Voting Rights
78 Group Structure
80 Additional Information about ArcelorMittal
Disclaimer
In this Annual Report, ArcelorMittal has made, and will continue to make,
forward-looking statements with respect to, amongst other things, 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 words or phrases such as ‘anticipates’, ‘intends’, ‘expects’,
‘plans’, ‘believes’, or ‘estimates’, or words or phrases with similar meaning. The
actual results may differ materially from those implied by such forward-looking
statements on account of known and unknown risks and uncertainties, including,
without limitation, the risks described in this Annual Report.
ArcelorMittal does not make any representation, warranty or prediction that the
results anticipated by such forward-looking statements will be achieved. Such
forward-looking statements represent, in each case, only one of many possible
scenarios and should not be viewed as the most likely or standard scenario.
ArcelorMittal undertakes no obligation to publicly update its forward-looking
statements, whether as a result of new information, future events or otherwise. Photography: ArcelorMittal Photo Library; ArcelorMittal University; Liu Chao from Sohu; istockphoto;
Unless indicated otherwise, or the context otherwise requires, references wide.lu.
herein to ‘ArcelorMittal’, the ‘Group’ and the ‘Company’ or similar terms are to Designed and produced by www.thoburns.com (United Kingdom).
ArcelorMittal, société anonyme, having its registered office at 19, avenue de Printed by Royle Print, London.
la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg, and, where the
context requires, its consolidated subsidiaries. Copyright 2010 ArcelorMittal.
Published in April 2010.
To receive a copy of the Annual Report,
please contact:
ArcelorMittal
Luxembourg:
19, Avenue de la Liberté
L-2930 Luxembourg
Grand-Duchy of Luxembourg
T: +352 4792 2652
London:
7th Floor, Berkeley Square House
Berkeley Square
London W1J 6DA
United Kingdom
www.arcelormittal.com