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ArcelorMittal

For the period ended Dec 31, 2023. Filed Feb 28, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Feb 28, 2024

Use the contents to explore the available documents and sections.

MT$60.98+0.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-35788

ARCELORMITTAL

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization)

24-26, Boulevard d’Avranches, L-1160 Luxembourg,

Grand Duchy of Luxembourg

(Address of principal executive offices)

Henk Scheffer, Company Secretary,24-26, Boulevard d’Avranches, L-1160 Luxembourg,

Grand Duchy of Luxembourg. Fax:+352 2664 9649

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary SharesMTNew York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary Shares

819,271,756

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‐T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer," "accelerated filer" and "emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange

Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards

Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No☒

Table of contents

Management reportPage
Introduction
Company overview3
History and development of the Company3
Cautionary Statement regarding forward-looking statements9
Key transactions and events in 202310
Sustainable development highlights - striving to be a leader in the decarbonization of the steel industry11
Risk Factors and Control15
Business overview
Business strategy37
Research and development39
Sustainable development44
Products70
Sales and marketing74
Intellectual property74
Government regulations75
Organizational structure88
Properties and capital expenditures
Property, plant and equipment90
Capital expenditures105
Mineral reserves and resources107
Operating and financial review
Key factors affecting results of operations128
Operating results151
Liquidity and capital resources165
Disclosures about market risk172
Outlook174
Management and employees
Directors and senior management174
Compensation186
Employees202
Corporate governance208
Shareholders and markets
Major shareholders217
Related party transactions220
Markets221
New York Registry Shares221
Dividend distributions221
Purchases of equity securities by the issuer and affiliated purchasers222
Share capital223
Additional informationPage
Memorandum and Articles of Association224
Material contracts233
Exchange controls and other limitations affecting security holders234
Taxation235
Evaluation of disclosure controls and procedures239
Management’s report on internal control over financial reporting240
Principal accountant fees and services242
Glossary - definitions, terminology and principal subsidiaries243
Exhibits246
Signature248
Reports of Independent Registered Public Accounting Firms(Ernst & Young S.A., PCAOB ID 1367)(Deloitte Audit S.à r.l., PCAOB ID 1287)250, 254
Consolidated financial statements249
Consolidated statements of operations255
Consolidated statements of other comprehensive income256
Consolidated statements of financial position257
Consolidated statements of changes in equity258
Consolidated statements of cash flows259
Notes to the consolidated financial statements262

Form 20-F Cross Reference Guide

ItemForm 20-F CaptionReference in current reportPage
Presentation of financial and certain other informationGlossary - definitions, terminology and principal subsidiaries243
Cautionary statement regarding forward-looking statementsCautionary statement regarding forward-looking statements9
Part I
Item 1.Identity of Directors, Senior Management and AdvisersNot applicable
Item 2.Offers Statistics and Expected TimetableNot applicable
Item 3.Key Information
A.[Reserved]Not applicable
B.Capitalization and indebtednessNot applicable
C.Reasons for the offer and use of proceedsNot applicable
D.Risk factorsRisk Factors and Control15
Item 4.Information on the Company
A.History and development of the CompanyHistory and development of the Company, Key transactions and events in 2023, Recent Developments, Sustainable development highlights - striving to be a leader in the decarbonization of the steel industry, Capital expenditures, Raw materials, Sources and uses of cash3, 10, 11, 105, 140 and 169
B.Business overviewBusiness strategy, Market information, Competitive strengths, Sustainable development, Products, Sales and marketing, Insurance, Intellectual property, Government regulations, Risk management process4, 10, 33, 37, 44, 70, 74, 34 and 75
C.Organizational structureOrganizational structure88
D.Property, plant and equipmentProperty, plant and equipment, Capital expenditures, Reserves and Resources (iron ore and coal)90, 105 and 107
Item 4A.Unresolved staff commentsNone
Item 5.Operating and Financial Review and Prospects
A.Operating resultsKey factors affecting results of operations, Operating results128 and 151
B.Liquidity and capital resourcesLiquidity and capital resources165
C.Research and development, patents and licenses, etc.Competitive strengths, Research and development4, 39
D.Trend informationOutlook and Key factors affecting results of operations174, 128
E.Critical Accounting EstimatesCritical accounting policies and use of judgments and estimates151
Item 6.Directors, Senior Management and Employees
A.Directors and senior managementDirectors and senior management174
B.CompensationCompensation186
C.Board practicesCorporate governance, Directors and senior management208, 174
D.EmployeesEmployees202
E.Share ownershipManagement share ownership, Compensation219, 186
F.Disclosure of a registrant’s action to recover erroneously awarded compensation.Not applicable
Item 7.Major Shareholders and Related Party Transactions
A.Major shareholdersMajor shareholders217
B.Related party transactionsRelated party transactions220
C.Interest of experts and counselNot applicable
Item 8.Financial Information
A.Consolidated statements and other financial informationConsolidated financial statements as of and for the year ended December 31, 2023, Export sales, Legal proceedings, Dividend distribution249, 151
B.Significant changesNot applicable
Item 9.The Offer and Listing
A.Offer and listing detailsMarkets221
B.Plan of distributionNot applicable
C.MarketsMarkets221
D.Selling shareholdersNot applicable
E.DilutionNot applicable
F.Expenses of the issueNot applicable
Item 10.Additional Information
A.Share capitalShare capital223
B.Memorandum and articles of associationMemorandum and Articles of Association224
C.Material contractsMaterial contracts233
D.Exchange controlsExchange controls and other limitationsaffecting security holders234
E.TaxationTaxation235
F.Dividends and paying agentsPaying agents and Earnings distribution221, 168
G.Statements by expertsReserves and Resources (iron ore and coal) and Exhibits 15.1, 15.2, 15.3, 15.4, 15.5, 15.6, 15.7, 15.8, 15.9, 15.10, 15.11 and 15.12107, 246
H.Documents on displayHistory and development of the Company3
I.Subsidiary informationNot applicable
Item 11.Quantitative and Qualitative Disclosures about Market RiskDisclosures about market risk172
Item 12.Description of Securities Other Than Equity Securities
A.Debt SecuritiesNot applicable
B.Warrants and RightsNot applicable
C.Other SecuritiesNot applicable
D.American Depositary SharesNew York Registry Shares221
Part II
Item 13.Defaults, Dividend Arrearages and DelinquenciesNone
Item 14.Material Modifications to the Rights of Security Holders and Use of ProceedsNone
Item 15.Controls and ProceduresEvaluation of disclosure controls andprocedures, Management’s report on internal controlover financial reporting and Internal control procedures239, 240 and 34
Item 16A.Audit committee financial expertCorporate governance208
Item 16B.Code of EthicsCorporate governance — Code of Business Conduct208
Item 16C.Principal Accountant Fees and ServicesPrincipal accountant fees and services242
Item 16D.Exemptions from the Listing Standards for Audit CommitteesNone
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated PurchasersPurchases of equity securities by the issuer and affiliated purchasers222
Item 16F.Change in Registrant’s Certifying AccountantNot applicable
Item 16G.Corporate GovernanceCorporate governance208
Item 16H.Mine Safety DisclosureNot applicable
Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable
Item 16J.Insider Trading PoliciesNot applicable
Item 16KCybersecurityRisk Factors and Control — Cybersecurity35
Part III
Item 17.Financial statementsConsolidated financial statements249
Item 18.Financial statementsConsolidated financial statements249
Item 19.ExhibitsExhibits246
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.