UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment N°. 1)

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

OR

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

For the fiscal year ended December 31, 2011

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 333-146371

ARCELORMITTAL

(Exact name of Registrant as specified in its charter)

ARCELORMITTAL

(Translation of Registrant’s name into English)

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization)

19, Avenue de la Liberté, L-2930 Luxembourg,

Grand Duchy of Luxembourg

(Address of Registrant’s principal executive offices)

Henk Scheffer, Company Secretary, 19, Avenue de la Liberté, L-2930 Luxembourg,

Grand Duchy of Luxembourg. Fax: +352 4792 89 3937

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

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

Title of each class	Name of each exchange on which registered
Common Shares	New York Stock Exchange

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

None

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

None

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

Common Shares

1,560,914,610

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

Yes  x    No  ¨ 

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

Yes  ¨    No  x 

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

Yes  x    No  ¨ 

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

Large accelerated filer  x  Accelerated filer  ¨  Non-accelerated filer  ¨ 

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

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

Board  x    Other  ¨ 

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

Item 17  ¨    Item 18  ¨ 

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

Yes  ¨    No  x 

Explanatory Note

We are filing this Amendment No. 1 (the “Amendment No. 1”) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (the “Original Report”), as filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2012 to correct the inadvertent omission in the Edgarized version of  the “Amortization of unrecognized actuarial (gain) loss” and the “Total” lines in the table presented below detailing the components of net periodic other post-employment cost for the year ended December 31, 2011, contained in Note 23 of the consolidated financial statements included in the Original Report.  This Amendment No. 1 amends and replaces in its entirety “Item 18. Financial Statements” of Part III of the Original Report. 

	Year Ended December 31, 2011
Components of net periodic OPEB cost (benefit)	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	OTHERS
Service cost	76	32	13	-	23	8
Interest cost	324	236	50	-	29	9
Expected return on plan assets	(32)	(31)	-	-	(1)	-
Curtailments and settlements	(28)	-	(1)	-	(27)	-
Amortization of unrecognized past service cost	74	56	3	-	15	-
Amortization of unrecognized actuarial (gain) loss	78	85	(14)	-	4	3
Total	492	378	51	-	43	20

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 19 has been updated to include the certifications of the Chief Executive Officer and the Chief Financial Officer in connection with this Amendment No. 1.

Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update  or replace the information in any other item of the Original Report, or reflect any events that have occurred after the Original Report was originally filed. Except for the correction of Item 18 and the new certifications filed herewith, no other changes have been made to the Original Report. The other information in the Original Report continues to speak as of the date of the Original Report, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and our reports on Form 6-K that are subsequent to the filing of the Original Report.

TABLE OF CONTENTS

PART III

ITEM 18.  FINANCIAL STATEMENTS

Reference is made to pages F-1 to F-90.

ITEM 19.  EXHIBITS

12.1.  Certifications of ArcelorMittal’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act.

13.1.  Certifications of ArcelorMittal’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

ARCELORMITTAL

/s/ Henk Scheffer

Henk Scheffer

Company Secretary

Date: March 5, 2012

EXHIBIT INDEX

Exhibit Number	Description
12.1.	Certifications of ArcelorMittal’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act.
13.1.	Certifications of ArcelorMittal’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

ARCELORMITTAL AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2010 and 2011 and

for each of the three years in the period ended December 31, 2011

INDEX

	Page
Report of Independent Registered Public Accounting Firm	F-	1
Consolidated Statements of Financial Position	F-	2
Consolidated Statements of Operations	F-	4
Consolidated Statements of Comprehensive Income	F-	5
Consolidated Statements of Changes in Equity	F-	6
Consolidated Statements of Cash Flows	F-	7
Notes to the Consolidated Financial Statements	F-	8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of ArcelorMittal:

We have audited the accompanying consolidated statements of financial position of ArcelorMittal and subsidiaries (the "Company") as of December 31, 2010 and 2011, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of ArcelorMittal and subsidiaries as of December 31, 2010 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2012 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte Audit

Luxembourg, Grand Duchy of Luxembourg

February 20, 2012

F-1

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Financial Position

(in millions of U.S. dollars, except share and per share data)

	December 31,
	2010	2011
ASSETS
Current assets:
Cash and cash equivalents	6,207	3,821
Restricted cash	82	84
Trade accounts receivable and other, including 616 and 457 from related parties at December 31, 2010 and 2011, respectively (notes 6 and 14)	5,725	6,452
Inventories (note 7)	19,583	21,689
Prepaid expenses and other current assets (note 8 and 14)	4,160	3,559
Assets held for sale and distribution (note 5)	6,918	-
Total current assets	42,675	35,605
Non-current assets:
Goodwill and intangible assets (note 9)	14,373	14,053
Property, plant and equipment (note 10)	54,344	54,251
Investments in associates and joint ventures (note 11)	10,152	9,041
Other investments (note 12)	267	226
Deferred tax assets (note 19)	6,603	6,081
Other assets (note 13 and 14)	2,490	2,623
Total non-current assets	88,229	86,275
Total assets	130,904	121,880

The accompanying notes are an integral part of these consolidated financial statements.

F-2

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Financial Position

(in millions of U.S. dollars, except share and per share data)

	December 31,
	2010	2011
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt (note 15)	6,716	2,784
Trade accounts payable and other, including 465 and 257 to related parties at December 31, 2010 and 2011, respectively (note 14)	13,256	12,836
Short-term provisions (note 20)	1,343	1,213
Accrued expenses and other liabilities (note 14 and 21)	6,900	6,624
Income tax liabilities	471	367
Liabilities held for sale and distribution (note 5)	2,037	-
Total current liabilities	30,723	23,824
Non-current liabilities:
Long-term debt, net of current portion (note 15)	19,292	23,634
Deferred tax liabilities (note 19)	4,006	3,680
Deferred employee benefits (note 23)	7,180	7,160
Long-term provisions (note 20)	1,738	1,601
Other long-term obligations	1,865	1,504
Total non-current liabilities	34,081	37,579
Total liabilities	64,804	61,403
Commitments and contingencies (note 22 and note 24)
Equity (note 17):
Common shares (no par value,  1,617,000,000 and 1,617,000,000 shares authorized, 1,560,914,610 and 1,560,914,610 shares issued, and 1,548,561,690 and 1,548,951,866 shares outstanding at December 31, 2010 and 2011, respectively)	9,950	9,403
Treasury shares (12,352,920 and 11,962,744 common shares at December 31, 2010 and 2011, respectively, at cost)	(427)	(419)
Additional paid-in capital	20,198	19,056
Retained earnings	31,647	30,531
Reserves	1,062	(1,881)
Equity attributable to the equity holders of the parent	62,430	56,690
Non-controlling interests	3,670	3,787
Total equity	66,100	60,477
Total liabilities and equity	130,904	121,880

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Operations

(millions of U.S. dollars, except share and per share data)

	Year Ended December 31,
	2009	2010	2011
Sales	61,021	78,025	93,973
(including 3,169, 4,873 and 5,875 of sales to related parties for 2009, 2010 and 2011, respectively)
Cost of sales	58,815	71,084	85,519
(including depreciation and impairment of 5,126, 4,920 and 5,000 and 1,942, 2,448 and 2,897 of purchases from related parties for 2009, 2010 and 2011, respectively)
Gross margin	2,206	6,941	8,454
Selling, general and administrative expenses	3,676	3,336	3,556
Operating income (loss)	(1,470)	3,605	4,898
Income from investments in associates and joint ventures	56	451	620
Financing costs - net (note 18)	(2,847)	(2,200)	(2,838)
Income (loss) before taxes	(4,261)	1,856	2,680
Income tax expense (benefit) (note 19)	(4,432)	(1,479)	882
Net income from continuing operations (including non-controlling interests)	171	3,335	1,798
Discontinued operations, net of tax (note 5)	(57)	(330)	461
Net income (including non-controlling interests)	114	3,005	2,259
Net income attributable to equity holders of the parent:
Net income from continuing operations	214	3,246	1,802
Net income from discontinued operations	(57)	(330)	461
Net income attributable to equity holders of the parent	157	2,916	2,263
Net income from continuing operations attributable to non-controlling interests	(43)	89	(4)
Net income (including non-controlling interests)	114	3,005	2,259
	Year Ended December 31,
	2009	2010	2011
Earnings per common share (in U.S. dollars)
Basic	0.11	1.93	1.46
Diluted	0.11	1.72	1.19
Earnings per common share - continuing operations (in U.S. dollars)
Basic	0.15	2.15	1.16
Diluted	0.15	1.92	0.90
Earnings per common share - discontinued operations (in U.S. dollars)
Basic	(0.04)	(0.22)	0.30
Diluted	(0.04)	(0.20)	0.29
Weighted average common shares outstanding (in millions) (note 17)
Basic	1,445	1,512	1,549
Diluted	1,446	1,600	1,611

The accompanying notes are an integral part of these consolidated financial statements.

F-4

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(millions of U.S. dollars, except share and per share data)

		Year Ended December 31,
		2009		2010		2011
Net income (including non-controlling interests)			114		3,005		2,259
Available-for-sale investments:
	Gain (loss) arising during the period	25		102		(39)
	Reclassification adjustments for (gain) loss included in the consolidated statements of operations	(8)		(120)		65
		17		(18)		26
Derivative financial instruments:
	Gain (loss) arising during the period	93		(277)		82
	Reclassification adjustments for gain included in the consolidated statements of operations	(798)		(551)		(249)
		(705)		(828)		(167)
Exchange differences arising on translation of foreign operations:
	Gain (loss) arising during the period	3,452		(1,733)		(2,149)
	Reclassification adjustments for gain included in the consolidated statements of operations	-		-		(475)
		3,452		(1,733)		(2,624)
Share of other comprehensive income (loss) related to associates and joint ventures		473		201		(598)
Income tax (expense) benefit related to components of other comprehensive income		(181)		144		68
Total other comprehensive income (loss)		3,056		(2,234)		(3,295)
Total other comprehensive income (loss) attributable to:
Equity holders of the parent		2,628		(2,310)		(2,943)
Non-controlling interests		428		76		(352)
			3,056		(2,234)		(3,295)
Total comprehensive income (loss)			3,170		771		(1,036)
Total comprehensive income (loss) attributable to:
Equity holders of the parent			2,785		606		(680)
Non-controlling interests			385		165		(356)
Total comprehensive income (loss)			3,170		771		(1,036)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

(millions of U.S. dollars, except share and per share data)

							Reserves
			Share capital	Treasury Shares	Additional Paid-in Capital	Retained Earnings	Foreign Currency Translation Adjustments	Unrealized Gains (Losses) on Derivative Financial Instruments	Unrealized Gains (Losses) on Available for Sale Securities	Equity attributable to the equity holders of the parent	Non-controlling interests	Total Equity
		Shares 1, 3
	Balance at December 31, 2008	1,366	9,269	(5,800)	20,575	30,470	(1,473)	1,488	729	55,258	4,059	59,317
	Net income (including non-controlling interests)	-	-	-	-	157	-	-	-	157	(43)	114
	Other comprehensive income (loss)	-	-	-	-	-	3,115	(535)	48	2,628	428	3,056
	Total comprehensive income (loss)	-	-	-	-	157	3,115	(535)	48	2,785	385	3,170
	Recognition of share based payments	2	-	44	(27)	-	-	-	-	17	-	17
	Treasury shares (note 17)	1	-	43	(4)	-	-	-	-	39	-	39
	Dividend (0.75 per share)	-	-	-	-	(1,084)	-	-	-	(1,084)	(254)	(1,338)
	Offering of common shares	141 2	681	2,890	264	-	-	-	-	3,835	-	3,835
	Acquisition of non-controlling interests (note 4)	-	-	-	-	-	-	-	-	-	(353)	(353)
	Cancellation of cash settlement option on 800 convertible senior notes (note 15)	-	-	-	-	198	-	-	-	198	-	198
	Issuance of bonds mandatorily convertible into shares of subsidiaries	-	-	-	-	-	-	-	-	-	684	684
	Other movements	-	-	-	-	36	-	-	-	36	(168)	(132)
	Balance at December 31, 2009	1,510	9,950	(2,823)	20,808	29,777	1,642	953	777	61,084	4,353	65,437
	Net income (including non-controlling interests)	-	-	-	-	2,916	-	-	-	2,916	89	3,005
	Other comprehensive income (loss)	-	-	-	-	-	(1,726)	(585)	1	(2,310)	76	(2,234)
	Total comprehensive income (loss)	-	-	-	-	2,916	(1,726)	(585)	1	606	165	771
	Recognition of share based payments	1	-	34	123	-	-	-	-	157	-	157
	Sale of treasury shares	38	-	2,362	(733)	-	-	-	-	1,629	-	1,629
	Dividend (0.75 per share)	-	-	-	-	(1,132)	-	-	-	(1,132)	(128)	(1,260)
	Acquisition of non-controlling interests (note 4)	-	-	-	-	90	-	-	-	90	(745)	(655)
	Other movements	-	-	-	-	(4)	-	-	-	(4)	25	21
	Balance at December 31, 2010	1,549	9,950	(427)	20,198	31,647	(84)	368	778	62,430	3,670	66,100
	Net income (including non-controlling interests)	-	-	-	-	2,263	-	-	-	2,263	(4)	2,259
	Other comprehensive income (loss)	-	-	-	-	-	(2,796)	(133)	(14)	(2,943)	(352)	(3,295)
	Total comprehensive income (loss)	-	-	-	-	2,263	(2,796)	(133)	(14)	(680)	(356)	(1,036)
	Spin-off of stainless steel assets (note 5)	-	(547)	-	(1,227)	(2,190)	-	-	-	(3,964)	-	(3,964)
	Recognition of share based payments	-	-	8	85	-	-	-	-	93	-	93
	Dividend (0.75 per share)	-	-	-	-	(1,161)	-	-	-	(1,161)	(31)	(1,192)
	Acquisition of non-controlling interests (note 4)	-	-	-	-	(29)	-	-	-	(29)	165	136
	Issuance of bonds mandatorily convertible into shares of subsidiaries	-	-	-	-	-	-	-	-	-	250	250
	Other movements	-	-	-	-	1	-	-	-	1	89	90
	Balance at December 31, 2011	1,549	9,403	(419)	19,056	30,531	(2,880)	235	764	56,690	3,787	60,477
1	Excludes treasury shares
2	Includes the sale of 29 million treasury shares
3	In millions of shares
		The accompanying notes are an integral part of these consolidated financial statements.

F-6

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(millions of U.S. dollars, except share and per share data)

			Year Ended December 31,
			2009	2010	2011
	Operating activities:
	Net income (including non-controlling interests)		114	3,005	2,259
	Discontinued operations		57	330	(461)
	Net income from continuing operations (including non-controlling interests)		171	3,335	1,798
	Adjustments to reconcile net income to net cash provided by operations and payments:
		Depreciation	4,574	4,395	4,669
		Impairment	552	525	331
		Net interest	1,500	1,445	1,822
		Income tax expense (benefit)	(4,432)	(1,479)	882
		Write-downs of inventories to net realizable value and expense related to onerous supply contracts 1	2,596	1,189	226
		Labor agreements and separation plans	252	46	239
		Litigation provisions (reversal)	(433)	145	(78)
		Recycling of deferred gain on raw material hedges	(979)	(354)	(600)
		Change in fair value of conversion options on convertible bonds and call options on ArcelorMittal shares	897	(427)	(42)
		Unrealized foreign exchange effects, other provisions and non-cash operating expenses net	(363)	313	608
	Changes in operating assets, liabilities, provision and other operating cash activities excluding the effect from acquisitions:
		Trade accounts receivable	1,355	(433)	(694)
		Inventories	5,230	(5,540)	(3,057)
		Interest paid and received	(1,419)	(1,320)	(1,659)
		Taxes paid	(340)	(197)	(1,237)
		Trade accounts payable	(110)	3,442	(74)
		Dividends received	223	132	353
		Cash contributions to defined benefit plans	(830)	(973)	(1,035)
		Cash received from settlement of hedges not recognized in the consolidated statements of operations	-	43	175
		Cash paid for separation plans	(615)	(240)	(103)
		Other working capital and provisions movements	(811)	(277)	(557)
		Net cash flows (used in ) provided by operating activities from discontinued operations	260	245	(190)
		Net cash provided by operating activities	7,278	4,015	1,777
	Investing activities:
		Purchase of property, plant and equipment and intangibles	(2,709)	(3,308)	(4,838)
		Acquisition of net assets of subsidiaries and non-controlling interests, net of cash acquired of 15, nil and 67 in 2009, 2010 and 2011, respectively	(120)	(75)	(860)
		Investments in associates and joint ventures accounted for under equity method	(33)	(327)	(95)
		Disposals of financial assets 2	111	324	2,160
		Other investing activities net 2	72	50	(840)
		Cash receipt from loan to discontinued operations 3	-	-	900
		Net cash flows used in investing activities from discontinued operations	(105)	(102)	(105)
		Net cash used in investing activities	(2,784)	(3,438)	(3,678)
	Financing activities:
		Offering of common shares	3,153	-	-
		Proceeds from mandatory convertible bonds	750	-	250
		Acquisition of non-controlling interests 4	-	(593)	(108)
		Proceeds from short-term debt	1,681	1,362	1,562
		Proceeds from long-term debt, net of debt issuance costs	9,503	8,484	7,169
		Payments of short-term debt	(10,323)	(2,179)	(6,728)
		Payments of long-term debt	(9,432)	(5,675)	(1,466)
		Premium paid for call options on ArcelorMittal shares	-	(1,363)	-
		Sale of treasury shares in connection with the call options on ArcelorMittal shares	-	1,363	-
		Sale of treasury shares for stock option exercises	12	8	5
		Dividends paid (includes 250, 125 and 32 of dividends paid to non-controlling shareholders in 2009, 2010 and 2011, respectively)	(1,334)	(1,257)	(1,194)
		Other financing activities net	(325)	(109)	(22)
		Net cash flows used in financing activities from discontinued operations	(32)	(48)	(8)
		Net cash used in financing activities	(6,347)	(7)	(540)
		Effect of exchange rate changes on cash	196	(159)	(68)
		Net increase (decrease) in cash and cash equivalents	(1,657)	411	(2,509)
	Cash and cash equivalents:
		At the beginning of the year	7,576	5,919	6,207
		Cash held for discontinued operations	-	-	123
		Reclassification of the period-end cash and cash equivalent of discontinued activities to assets held for sale and distribution	-	(123)	-
		At the end of the year	5,919	6,207	3,821
1	Refer to note 7 for more information on inventory write-downs and note 20 for more information on onerous contracts
2	Refer to notes 11 and 12 for more information on disposals of investments
3	Refer to note 14 for more information regarding cash received from a loan to Aperam
4	Due to the adoption of IFRS 3 (revised) and IAS 27 (revised), acquisition of non-controlling interests after January 1, 2010 have been classified as equity transactions and are presented within financing activities. See note 1 for further information.
		The accompanying notes are an integral part of these consolidated financial statements.

F-7

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(millions of U.S. dollars, except share and per share data)

NOTE 1: NATURE OF BUSINESS, BASIS OF PRESENTATION AND CONSOLIDATION

Nature of business

ArcelorMittal (“ArcelorMittal” or the “Company”), together with its subsidiaries, owns and operates manufacturing facilities in Europe, North and South America, Asia and Africa. These manufacturing facilities, each of which includes its respective subsidiaries, are referred to in these consolidated financial statements as the “Operating Subsidiaries”. These consolidated financial statements were authorized for issuance on February 20, 2012 by the Company’s Board of Directors.

The principal subsidiaries of the Company in 2011 were as follows:

Name of Subsidiary	Abbreviation	Country
Flat Carbon Americas
ArcelorMittal Dofasco Inc.	ArcelorMittal Dofasco	Canada
ArcelorMittal Lázaro Cárdenas S.A. de C.V.	ArcelorMittal Lázaro Cárdenas	Mexico
ArcelorMittal USA LLC	ArcelorMittal USA	USA
ArcelorMittal Brasil S.A.	ArcelorMittal Brasil	Brazil
Flat Carbon Europe
ArcelorMittal Atlantique et Lorraine S.A.S.	ArcelorMittal Atlantique et Lorraine	France
ArcelorMittal Belgium N.V.	ArcelorMittal Belgium	Belgium
ArcelorMittal España S.A.	ArcelorMittal España	Spain
ArcelorMittal Flat Carbon Europe S.A.	AMFCE	Luxembourg
ArcelorMittal Galati S.A.	ArcelorMittal Galati	Romania
ArcelorMittal Poland S.A.	ArcelorMittal Poland	Poland
Industeel Belgium S.A.	Industeel Belgium	Belgium
Industeel France S.A.	Industeel France	France
ArcelorMittal Eisenhüttenstadt GmbH	ArcelorMittal Eisenhüttenstadt	Germany
ArcelorMittal Bremen GmbH	ArcelorMittal Bremen	Germany
ArcelorMittal Méditerranée S.A.S.	ArcelorMittal Méditerranée	France
Long Carbon Americas and Europe
Acindar Industria Argentina de Aceros S.A.	Acindar	Argentina
ArcelorMittal Belval & Differdange S.A.	ArcelorMittal Belval & Differdange	Luxembourg
ArcelorMittal Brasil S.A.	ArcelorMittal Brasil	Brazil
ArcelorMittal Hamburg GmbH	ArcelorMittal Hamburg	Germany
ArcelorMittal Las Truchas, S.A. de C.V.	ArcelorMittal Las Truchas	Mexico
ArcelorMittal Montreal Inc.	ArcelorMittal Montreal	Canada
ArcelorMittal Gipuzkoa S.L.	ArcelorMittal Gipuzkoa	Spain
ArcelorMittal Ostrava a.s.	ArcelorMittal Ostrava	Czech Republic
ArcelorMittal Point Lisas Ltd.	ArcelorMittal Point Lisas	Trinidad and Tobago
Société Nationale de Sidérurgie S.A.	Sonasid	Morocco
ArcelorMittal Duisburg GmbH	ArcelorMittal Duisburg	Germany
ArcelorMittal Warszawa S.p.z.o.o.	ArcelorMittal Warszawa	Poland
AACIS
ArcelorMittal South Africa Ltd.	ArcelorMittal South Africa	South Africa
JSC ArcelorMittal Temirtau	ArcelorMittal Temirtau	Kazakhstan
OJSC ArcelorMittal Kryviy Rih	ArcelorMittal Kryviy Rih	Ukraine
Mining
ArcelorMittal Mines Canada Inc.	ArcelorMittal Mines Canada	Canada
Distribution Solutions
ArcelorMittal International Luxembourg S.A.	ArcelorMittal International Luxembourg	Luxembourg

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Basis of presentation

The consolidated financial statements have been prepared on a historical cost basis, except for available for sale financial assets, derivative financial instruments and certain non-current assets and liabilities held for distribution, which are measured at fair value less cost to sell or to distribute, and inventories, which are measured at the lower of net realizable value or cost. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are presented in U.S. dollars with all amounts rounded to the nearest million, except for share and per share data.

Following the approval by the board of directors of ArcelorMittal held on December 7, 2010, to spin off the stainless steel business into a separate company known as Aperam, the results of the stainless steel operations are presented as discontinued operations in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”.

Consequently, the following presentation is applied:

Statements of Financial Position

•      As of December 31, 2010, all assets related to Aperam entities (current and non-current) are reclassified and disclosed separately in a single line item as “Assets held for sale and distribution” and classified as current assets. Likewise, all liabilities are reclassified and disclosed separately in a single line item as “Liabilities held for sale and distribution” and classified as current liabilities.

Statements of Operations

•      For all periods presented, all amounts related to discontinued operations within each line item of the consolidated statements of operations are reclassified into continuing and discontinued operations. Net post-tax results of discontinued operations are presented as “Discontinued operations, net of tax” or “Net income from discontinued operations”.

•      Earnings per share is presented for continuing and discontinued operations and for total net results.

Statements of Cash Flows

•      For all periods presented, all amounts related to discontinued operations within each line item of the consolidated statements of cash flows are reclassified into continuing and discontinued operations. Contributions from discontinued operations are presented in three separate line items: “Cash flows provided by operating activities from discontinued operations”, “Cash flows used in investing activities from discontinued operations” and “Cash flows used in financing activities from discontinued operations”

Additional information detailing assets and liabilities held for distribution and discontinued operations are provided in note 5.

Commencing January 1, 2011, discrete financial information for the Company’s mining operations is being provided to the Group Management Board “GMB” for the purpose of assessing the performance of these operations and making decisions regarding resource allocation. Accordingly, the Company’s mining operations are presented as a separate reportable segment.

Adoption of new IFRS standards, amendments and interpretations applicable in 2011

Unless otherwise indicated below, the following new standards, amended standards, or interpretations were adopted by the Company on January 1, 2011 and did not have a material impact on the consolidated financial statements of ArcelorMittal:

•         International Accounting Standard “IAS” 24, “Related Party Disclosures”

•         IAS 32, “Financial Instruments – Presentation”

•         Amendments to International Financial Reporting Interpretations Committee “IFRIC” 14, “IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction”

•         IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments”

•         Amendments to IFRS 3, “Business Combinations”

•         Amendments to IFRS 7, “Financial Instruments: Disclosures”

•         Amendments to IAS 1, “Presentation of Financial Statements”

•         Transition requirements for amendments arising as a result of IAS 27, “Consolidated and Separate Financial Statements” (as amended in 2008)

•         Amendments to IAS 34, “Interim Financial Reporting”

•         Amendments to IFRIC 13, “Customer Loyalty Programmes”

•         Amendment to IAS 12, “Income Taxes”.

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New IFRS standards and interpretations applicable from 2012 onward

Unless otherwise indicated below, the Company is still in the process of assessing whether there will be any significant changes to its consolidated financial statements upon adoption of these new standards, interpretations, or amendments. The Company does not plan to early adopt any of these new standards, interpretations, or amendments.

•        Amendments to IFRS 7, “Financial Instruments: Disclosures”

On October 7, 2010, the IASB issued amendments to IFRS 7 as part of its comprehensive review of off-balance sheet activities. The amendments are intended to provide users of financial statements with additional information regarding financial assets (for example, securitizations), including the possible effects of risks that remain with the entity that transferred the assets. The amendments also require additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. These amendments are to be applied for annual periods beginning on or after July 1, 2011, with earlier application permitted. The adoption of this standard will not have any material impact on the financial statements of the Company.

•         IFRS 9, “Financial Instruments”

In November 2009, the IASB issued IFRS 9 as the first step in its project to replace IAS 39, “Financial Instruments: Recognition and Measurement”. IFRS 9 introduces new requirements for classifying and measuring financial instruments, including:

•      The replacement of the multiple classification and measurement models in IAS 39, with a single model that has only two classification categories: amortized cost and fair value.

•      The replacement of the requirement to separate embedded derivatives from financial asset hosts with a requirement to classify a hybrid contract in its entirety at either amortized cost or fair value.

•      The replacement of the cost exemption for unquoted equity instruments and derivatives on unquoted equity instruments with guidance on when cost may be an appropriate estimate of fair value.

The effective date of this standard has been postponed from annual periods beginning on or after January 1, 2013 to annual periods beginning on or after 2015, with early adoption permitted.

On May 13, 2011 the IASB issued IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements”, IFRS 12 “Disclosure of Interests in Other Entities” and IFRS 13 “Fair Value Measurement” and amended IAS 27 “Separate Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures”,  all effective for annual periods beginning on or after January 1, 2013.

•      IFRS 10 establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. It replaces the consolidation requirements in SIC-12 Consolidation – Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements.

•      IFRS 11 provides a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities.

•      IFRS 12 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities.

•      IFRS 13 defines fair value, sets out in a single IFRS, a framework for measuring fair value and requires disclosures about fair value measurements. It applies when other IFRSs require or permit fair value measurements.

•      Amendments to IAS 27 were made in connection with the previous new issued standards and reduced the scope of IAS 27 which now only deals with the requirements for separate financial statements. Requirements for consolidated financial statements are now contained in IFRS 10. These amendments require that when an entity prepares separate financial statements, investments in subsidiaries, associates, and jointly controlled entities are accounted for either at cost, or in accordance with IFRS 9 Financial Instruments.

•      The new IAS 28 amended standard supersedes IAS 28 “Investments in Associates” and prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. These amendments define 'significant influence' and provide guidance on how the equity method of accounting is to be applied (including exemptions from applying the equity method in some cases). It also prescribes how investments in associates and joint ventures should be tested for impairment.

On June 16, 2011 the IASB issued amendments to IAS 1 “Presentation of Financial Statements”, effective for annual periods beginning on or after July 1, 2012 and to IAS 19 “Employee Benefits”, effective for annual periods beginning on or after January 1, 2013.

•      Amendment to IAS 1 changes the disclosures of items presented in other comprehensive income in the statements of comprehensive income.

•      Amendment to IAS 19 makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits.

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•      IFRIC 20, “Stripping Costs in the Production Phase of a Surface Mine”

On October 19, 2011, the IASB issued IFRIC 20 which clarifies the requirements for accounting for stripping costs associated with waste removal in surface mining, including when production stripping costs should be recognized as an asset, how the asset is initially recognized, and subsequent measurement. The Interpretation requires stripping activity costs which provide improved access to ore to be capitalized as a non-current 'stripping activity asset' when certain criteria are met. The stripping activity asset is depreciated or amortized on a systematic basis, over the expected useful life of the identified component of the ore body that becomes more accessible as a result of the stripping activity, using the units of production method unless another method is more appropriate.This standard is effective for annual periods beginning on or after January 1, 2013.

On December 16, 2011 the IASB published amendments to IAS 32 “Financial Instruments: Presentation” to clarify the application of the offsetting of financial assets and financial liabilities requirement. The IASB also published amendments to IFRS 7 “Financial Instruments: Disclosures” including new disclosures requirements regarding the offsetting of financial assets and financial liabilities. These amendments are effective for annual periods beginning on or after January 1, 2014, and January 1, 2013, respectively.

Basis of consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries and its interests in associated companies and jointly controlled entities. Subsidiaries are consolidated from the date of acquisition, which is considered to be the date the Company obtains control until the date control ceases. Control is defined as the power to govern the financial and operating policies of an entity, so as to obtain benefits derived from its activities. Generally, control is presumed to exist when the Company holds more than half of the voting rights of an entity.

Associated companies are those companies over which the Company has the ability to exercise significant influence on the financial and operating policy decisions, which are not subsidiaries. Generally, significant influence is presumed to exist when the Company holds more than 20% of the voting rights. Jointly controlled entities are those over whose activities the Company has joint control under a contractual agreement. The consolidated financial statements include the Company’s share of the total recognized profit or loss of associates and jointly controlled entities on an equity accounted basis from the date that significant influence commences until the date significant influence ceases, adjusted for any impairment losses Adjustments to the carrying amount may also be necessary for changes in the Company’s proportionate interest in the investee arising from changes in the investee’s equity that have not been recognized in the investee’s profit or loss. The Company’s share of those changes is recognized directly in equity.

Other investments are classified as available for sale and are stated at fair value when their fair value can be reliably measured. When fair value cannot be measured reliably, the investments are carried at cost less impairment.

While there are certain limitations on the Company’s operating and financial flexibility arising from the restrictive and financial covenants of the Company’s principal credit facilities described in note 15, there are no significant restrictions resulting from borrowing agreements or regulatory requirements on the ability of consolidated subsidiaries, associates and jointly controlled entities to transfer funds to the parent in the form of cash dividends to pay commitments as they come due.

Inter-company balances and transactions, including income, expenses and dividends, are eliminated in the consolidated financial statements. Gains and losses resulting from intra-company transactions that are recognized in assets are also eliminated.

Non-controlling interests represent the portion of profit or loss and net assets not held by the Company and are presented separately in the consolidated statements of operations and within equity in the consolidated statements of financial position.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies

Business combinations

From January 1, 2010, the Company has applied IFRS 3, “Business Combinations (2008)” in accounting for business combinations. The change in accounting policy has been applied prospectively.

Business combinations are accounted for using the acquisition method as of the acquisition date, which is the date on which control is transferred to ArcelorMittal. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Company takes into consideration potential voting rights that currently are exercisable.

For acquisitions on or after January 1, 2010, the Company measures goodwill at the acquisition date as the total of the fair value of consideration transferred, plus the proportionate amount of any non-controlling interest, plus the fair value of any previously held equity interest in the acquiree, if any, less the net recognized amount (generally at fair value) of the identifiable assets acquired and liabilities assumed. When the result is negative, a bargain purchase gain is recognized in the consolidated statements of operations. Any costs directly attributable to the business combination are expensed as incurred.

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Any contingent consideration payable is recognized at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not re-measured and settlement is accounted for as equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognized in the consolidated statements of operations.

Previously, the cost of the acquisition of subsidiaries and businesses was measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by ArcelorMittal in exchange for control of the acquiree, plus any costs directly attributable to the business combination.

Accounting for acquisitions of non-controlling interests

Commencing January 1, 2010, the Company has applied IAS 27 “Consolidated and Separate Financial Statements (2008)” in accounting for acquisitions of non-controlling interests. The change in accounting policy has been applied prospectively.

Acquisitions of non-controlling interests, which do not result in a change of control, are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognized as a result of such transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the parent.

Previously, goodwill was recognized on the acquisition of non-controlling interests in a subsidiary, which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction.

Translation of financial statements denominated in foreign currency

The functional currency of ArcelorMittal S.A. is the U.S. dollar. The functional currency of each of the major Operating Subsidiaries is the local currency, except for OJSC ArcelorMittal Kryviy Rih, ArcelorMittal Lázaro Cárdenas S.A. de C.V., ArcelorMittal Brasil, ArcelorMittal Montreal Inc., ArcelorMittal Mines Canada Inc., ArcelorMittal Dofasco Inc., ArcelorMittal Point Lisas Ltd.and ArcelorMittal Temirtau, whose functional currency is the U.S. dollar and ArcelorMittal Ostrava, ArcelorMittal Poland and ArcelorMittal Galati S.A., whose functional currency is the euro.

Transactions in currencies other than the functional currency of a subsidiary are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are remeasured at the rates of exchange prevailing on the date of the consolidated statements of financial position and the related transaction gains and losses are reported in the consolidated statements of operations. Non-monetary items that are carried at cost are translated using the rate of exchange prevailing at the date of the transaction. Non-monetary items that are carried at fair value are translated using the exchange rate prevailing when the fair value was determined and the related transaction gains and losses are reported in the consolidated statements of comprehensive income.

Upon consolidation, the results of operations of ArcelorMittal’s subsidiaries and associates whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the monthly average exchange rates and assets and liabilities are translated at the year-end exchange rates. Translation adjustments are recognized directly in other comprehensive income and are included in net income (including non-controlling interests) only upon sale or liquidation of the underlying foreign subsidiary or associate.

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at the time of purchase and are carried at cost plus accrued interest, which approximates fair value.

Restricted cash

Restricted cash represents cash and cash equivalents not readily available to the Company, mainly related to insurance deposits, escrow accounts created as a result of acquisitions, and various other deposits or required balance obligations related to letters of credit and credit arrangements. Changes in restricted cash are included within other investing activities (net) in the consolidated statements of cash flows.

Trade accounts receivable

Trade accounts receivable are initially recorded at their fair value and do not carry any interest. ArcelorMittal maintains an allowance for doubtful accounts at an amount that it considers to be a reasonable estimate of losses resulting from the inability of its customers to make required payments. In judging the adequacy of the allowance for doubtful accounts, ArcelorMittal considers multiple factors including historical bad debt experience, the current economic environment and the aging of the receivables. Recoveries of trade receivables previously reserved in the allowance for doubtful accounts are recognized as gains in selling, general and administrative expenses.

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ArcelorMittal’s policy is to record an allowance and a charge in selling, general and administrative expense when a specific account is deemed uncollectible and to provide for each receivable over 180 days because historical experience is such that receivables that are past due beyond 180 days are generally not recoverable, unless it can be clearly demonstrated that the receivable is still collectible. Trade receivables between 60 days and 180 days are provided for based on estimated unrecoverable amounts from the sale of goods and/or services, determined by reference to past default experience.

Trade accounts payable

Trade accounts payable are obligations to pay for goods that have been acquired in the ordinary course of business from suppliers. Trade accounts payable have maturities from 15 to 180 days depending on the type of material, the geographic area in which the purchase transaction occurs and the various contractual agreements. The carrying value of trade accounts payable approximates fair value.

Inventories

Inventories are carried at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method or average cost method. Costs of production in process and finished goods include the purchase costs of raw materials and conversion costs such as direct labor and an allocation of fixed and variable production overheads. Raw materials and spare parts are valued at cost, inclusive of freight and shipping and handling costs. In accordance with IAS 2 Inventories, interest charges, if any on purchases have been recorded as financing costs.  Net realizable value represents the estimated selling price at which the inventories can be realized in the normal course of business after allowing for the cost of conversion from their existing state to a finished condition and for the cost of marketing, selling, and distribution. Costs incurred when production levels are abnormally low are capitalized as inventories based on normal capacity with the remaining costs incurred recorded as a component of cost of sales in the consolidated statements of operations.

Goodwill and bargain purchase

Goodwill arising on an acquisition is recognized as previously described within the business combinations section.

Goodwill is allocated to those groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose and in all cases is at the operating segment level, which represents the lowest level at which goodwill is monitored for internal management purposes. Goodwill is tested for impairment annually at the level of the groups of cash-generating units, which correspond to the operating segments as of November 30, or whenever changes in circumstances indicate that the carrying amount may not be recoverable. Whenever the cash generating units comprising the operating segments are tested for impairment at the same time as goodwill, the cash generating units are tested first and any impairment of the assets recorded prior to the testing of goodwill. The recoverable amounts of the groups of cash-generating units are determined from the higher of fair value less cost to sell or value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices, shipments and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market rates for investments of similar risk. The growth rates are based on the Company’s growth forecasts, which are in line with industry trends. Changes in selling prices, shipments and direct costs are based on historical experience and expectations of future changes in the market.

Cash flow forecasts are derived from the most recent financial forecasts for the next five years. Beyond the specifically forecasted period, the Company extrapolates cash flows for the remaining years based on an estimated growth rate. This rate does not exceed the average long-term growth rate for the relevant markets. Once recognized, impairment losses recognized for goodwill are not reversed.

ArcelorMittal has historically purchased certain steel assets involved in various privatization programs in former government controlled economies. Businesses with these characteristics typically have been purchased for an amount that does not exceed net asset fair value, thus resulting in a gain from bargain purchase for accounting purposes. In a business combination in which the fair value of the identifiable net assets acquired exceeds the cost of the acquired business, the Company reassesses the fair value of the assets acquired and liabilities assumed. If, after reassessment, ArcelorMittal’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess (bargain purchase) is recognized immediately in the consolidated statements of operations.

Intangible assets

Intangible assets are recognized only when it is probable that the expected future economic benefits attributable to the assets will accrue to the Company and the cost can be reliably measured. Intangible assets acquired separately by ArcelorMittal are initially recorded at cost and those acquired in a business combination are recorded at fair value. These primarily include the cost of technology and licenses purchased from third parties and operating authorizations granted by the State or other public bodies (concessions). Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, which typically do not exceed five years. Amortization is included in the consolidated statements of operations as part of depreciation.

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Stripping and overburden removal costs

In open pit and underground mining operations, it is necessary to remove overburden and other waste materials to access the deposit from which minerals can be extracted. This process is referred to as stripping. Stripping costs can be incurred before the mining production commences (“developmental stripping”) or during the production stage (“production stripping”).

A mine can operate several open pits that are regarded as separate operations for the purpose of mine planning and production. In this case, stripping costs are accounted for separately, by re­ference to the ore extracted from each separate pit. If, however, the pits are highly integrated for the purpose of mine planning and production, stripping costs can be aggregated too.

The determination of whether multiple pit mines are considered separate or integrated operations depends on each mine’s specific circumstances. The following factors would point towards the stripping costs for the individual pits being accounted for separately:

- If mining of the second and subsequent pits is conducted consecutively with that of the first pit, rather than concurrently.

- If separate investment decisions are made to develop each pit, rather than a single investment decision being made at the outset.

- If the pits are operated as separate units in terms of mine planning and the sequencing of overburden and ore mining, rather than as an integrated unit.

- If expenditures for additional infrastructure to support the second and subsequent pits are relatively large.

- If the pits extract ore from separate and distinct ore bodies, rather than from a single ore body.

The relative importance of each factor is considered by local management to determine whether, on balance, the stripping costs should be attributed to the individual pit or to the com­bined output from the several pits.

Developmental stripping costs contribute to the future economic benefits of mining operations when the production begins and so are capitalized as tangible assets (construction in progress), whereas production stripping is a part of on-going activities and are expensed within the consolidated statements of operations as part of cost of sales.

Capitalization of developmental stripping costs ends when the commercial production of the minerals commences. At this point, all stripping costs assets are presented within a specific “mining assets” class of property, plant and equipment and then depreciated on a units-of-production basis.

Production stripping commences when the production stage of mining operations begins and continues throughout the life of a mine.

Exploration and evaluation expenditure

Exploration and evaluation activities involve the search for iron ore and coal resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activities include:

• researching and analyzing historical exploration data;

• conducting topographical, geological, geochemical and geophysical studies;

• carrying out exploratory drilling, trenching and sampling activities;

• drilling, trenching and sampling activities to determine the quantity and grade of the deposit;

• examining and testing extraction methods and metallurgical or treatment processes; and,

• detailed economic feasibility evaluations to determine whether development of the reserves is commercially justified and to plan methods for mine development.

Exploration and evaluation expenditure is charged to the consolidated statements of operations as incurred except in the following circumstances, in which case the expenditure is capitalized: (i) the exploration and evaluation activity is within an area of interest which was previously acquired in a business combination and measured at fair value on acquisition; or (ii) when management has a high degree of confidence in the project’s economic viability and it is probable that future economic benefits will flow to the Company.

Capitalized exploration and evaluation expenditure is generally recorded as a component of property, plant and equipment at cost less impairment charges, unless its nature requires it to be recorded as an intangible asset. As the asset is not available for use, it is not depreciated and all capitalized exploration and evaluation expenditure is monitored for indications of impairment. To the extent that capitalized expenditure is not expected to be recovered it is recognized as an expense in the consolidated statements of operations.

Cash flows associated with exploration and evaluation expenditure are classified as operating activities when they are related to expenses or as an investing activity when they are related to a capitalized asset in the consolidated statements of cash flows.

Development expenditure

Development is the establishment of access to the mineral reserve and other preparations for commercial production. Development activities often continue during production and include:

• sinking shafts and underground drifts (often called mine development);

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• making permanent excavations;

• developing passageways and rooms or galleries;

• building roads and tunnels; and

• advance removal of overburden and waste rock.

Development (or construction) also includes the installation of infrastructure (e.g., roads, utilities and housing), machinery, equipment and facilities.

When proven reserves are determined and development is sanctioned, expenditures capitalized as exploration and evaluation are reclassified as construction in progress and are disclosed as a component of property, plant and equipment. All subsequent development expenditures are capitalized and classified as construction in progress. On completion of development, all assets included in construction in progress are individually reclassified within the right category of property, plant and equipment and depreciated accordingly.

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and impairment. Cost includes all related costs directly attributable to the acquisition or construction of the asset. Except for the land, the property, plant and equipment are depreciated using the straight-line method over the useful lives of the related assets as presented in the table below.

Asset Category	Useful Life Range
Land	Not depreciated
Buildings	10 to 50 years
Property plant & equipment	15 to 30 years
Auxiliary facilities	15 to 30 years
Other facilities	5 to 20 years

Major improvements, which add to productive capacity or extend the life of an asset, are capitalized, while repairs and maintenance are charged to expense as incurred. Where a tangible fixed asset comprises major components having different useful lives, these components are accounted for as separate items.

Mining assets comprise:

·Mineral rights acquired;

·Capitalized developmental stripping (as described above in “Stripping and overburden removal costs”)

Property, plant and equipment used in mining activities are depreciated over its useful life or over the remaining life of the mine, if shorter, and if there is no alternative use possible. For the majority of assets used in mining activities, the economic benefits from the asset are consumed in a pattern which is linked to the production level and accordingly, assets used in mining activities are depreciated on a units-of-production basis. A unit-of-production is based on the available estimate of proven and probable reserves.

Pre-production expenditure such as exploration and evaluation assets are capitalized only when the management has a high degree of confidence in the project’s economic viability and it is probable that future economic benefits will flow to the Company or when the exploration and evaluation activity is within an area of interest which was previously acquired in a business combination and measured at fair value on acquisition.

The capitalization of pre-production expenditures can be justified through a feasibility study, valuation report or similar positive assessment performed by an external expert; through a business plan, project plan, business forecast or other assessment prepared and validated by management, or through management’s knowledge and expertise derived from similar projects.

Capitalization of pre-production expenditures cease when the mining property is capable of commercial production as it is intended by management. General administration costs that are not directly attributable to a specific exploration area are charged to the consolidated statements of operations.

Property, plant and equipment under construction are recorded as construction in progress until they are ready for their intended use; thereafter they are transferred to the related class of property, plant and equipment and depreciated over their estimated useful lives. Interest incurred during construction is capitalized if the borrowing cost is directly attributable to the construction. Gains and losses on retirement or disposal of assets are recognized in the cost of sales.

Property, plant and equipment acquired by way of finance leases is stated at an amount equal to the lower of the fair value and the present value of the minimum lease payments at the inception of the lease. Each lease payment is allocated between the finance charges and a reduction of the lease liability. The interest element of the finance cost is charged to the consolidated statements of operations over the lease period so as to achieve a constant rate of interest on the remaining balance of the liability.

The residual values and useful lives of property, plant and equipment are reviewed at each reporting date and adjusted if expectations differ from previous estimates. Depreciation methods applied to property, plant and equipment are reviewed at each

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reporting date and changed if there has been a significant change in the expected pattern of consumption of the future economic benefits embodied in the asset.

Asset retirement obligations

ArcelorMittal records asset retirement obligations (“ARO”) initially at the fair value of the legal or constructive obligation in the period in which it is incurred and capitalizes the ARO by increasing the carrying amount of the related non-current asset. The fair value of the obligation is determined as the discounted value of the expected future cash flows. The liability is accreted to its present value through net financing cost and the capitalized cost is depreciated in accordance with the Company’s depreciation policies for property, plant and equipment. Subsequent ARO, when reliably measurable, is recorded on the statements of financial position increasing the cost of the asset and the fair value of the related obligation.

Investment in associates, joint ventures and other entities

Investments in associates and joint ventures, in which ArcelorMittal has the ability to exercise significant influence, are accounted for under the equity method. The investment is carried at the cost at the date of acquisition, adjusted for ArcelorMittal’s equity in undistributed earnings or losses since acquisition, less dividends received and any impairment incurred.

Any excess of the cost of the acquisition over the Company’s share of the net fair value of the identifiable assets, liabilities, and contingent liabilities of the associate or joint venture recognized at the date of acquisition is recognized as goodwill. The goodwill is included in the carrying amount of the investment and is evaluated for impairment as part of the investment.

ArcelorMittal reviews all of its investments in associates and joint ventures at each reporting date to determine whether there is an indicator that the investment may be impaired. If objective evidence indicates that the investment is impaired, ArcelorMittal calculates the amount of the impairment of the investments as being the difference between the higher of the fair value less costs to sell or its value in use and its carrying value. The amount of any impairment is included in income from investments in associates and joint ventures in the consolidated statements of operations.

Investments in other entities, over which the Company and/or its Operating Subsidiaries do not have the ability to exercise significant influence and have a readily determinable fair value, are accounted for at fair value with any resulting gain or loss recognized in the reserves in equity. To the extent that these investments do not have a readily determinable fair value, they are accounted for under the cost method.

Joint arrangements where the Company has joint control of the arrangement and have rights to the assets, and obligations for the liabilities, are accounted for in relation with the arrangement, and the Company’s rights to the corresponding revenues and obligations for the corresponding expenses.

Assets held for sale and distribution

Non-current assets and disposal groups that are classified as held for sale and distribution are measured at the lower of carrying amount and fair value less costs to sell or to distribute. Assets and disposal groups are classified as held for sale and for distribution if their carrying amount will be recovered through a sale or a distribution transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset, or disposal group, is available for immediate sale or distribution in its present condition and is marketed for sale at a price that is reasonable in relation to its current fair value. Assets held for sale and distribution are presented separately on the consolidated statements of financial position and are not depreciated.

Deferred employee benefits

Defined contribution plans are those plans where ArcelorMittal pays fixed contributions to an external life insurance or other funds for certain categories of employees. Contributions are paid in return for services rendered by the employees during the period. Contributions are expensed as incurred consistent with the recognition of wages and salaries. No provisions are established with respect to defined contribution plans as they do not generate future commitments for ArcelorMittal.

Defined benefit plans are those plans that provide guaranteed benefits to certain categories of employees, either by way of contractual obligations or through a collective agreement. For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each fiscal year end. Actuarial gains and losses that exceed ten percent of the greater of the present value of the Company’s defined benefit obligation and the fair value of plan assets at the end of the prior year are amortized over the expected average remaining working lives of the participating employees. Past service cost is recognized immediately to the extent that the benefits are already vested, and otherwise is amortized on a straight-line basis over the average period until the benefits vest.

 The retirement benefit obligation recognized in the consolidated statements of financial position represents the present value of the defined benefit obligation, as adjusted for unrecognized actuarial gains and losses and unrecognized past service cost, and as reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to unrecognized actuarial losses and past service cost, plus the present value of available refunds and reductions in future contributions to the plan.

Voluntary retirement plans primarily correspond to the practical implementation of social plans or are linked to collective agreements signed with certain categories of employees. Early retirement plans are those plans that primarily correspond to

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terminating an employee’s contract before the normal retirement date. Early retirement plans are considered effective when the affected employees have formally been informed and when liabilities have been determined using an appropriate actuarial calculation. Liabilities relating to the early retirement plans are calculated annually on the basis of the number of employees likely to take early retirement and are discounted using an interest rate which corresponds to that of highly-rated bonds that have maturity dates similar to the terms of the Company’s early retirement obligations. Termination benefits are provided in connection with voluntary separation plans. The Company recognizes a liability and expense when it has a detailed formal plan which is without realistic possibility of withdrawal and the plan has been communicated to employees or their representatives.

Other long-term employee benefits include various plans that depend on the length of service, such as long service and sabbatical awards, disability benefits and long term compensated absences such as sick leave. The amount recognized as a liability is the present value of benefit obligations at the consolidated statements of financial position date, and all changes in the provision (including actuarial gains and losses or past service costs) are recognized in the consolidated statements of operations.

Provisions and accruals

ArcelorMittal recognizes provisions for liabilities and probable losses that have been incurred when it has a present legal or constructive obligation as a result of past events and it is probable that the Company will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a financing cost. Provisions for onerous contracts are recorded in the consolidated statements of operations when it becomes known that the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received.

Environmental costs

Environmental costs that relate to current operations or to an existing condition caused by past operations, and which do not contribute to future revenue generation or cost reduction, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated based on ongoing engineering studies, discussions with the environmental authorities and other assumptions relevant to the nature and extent of the remediation that may be required. The ultimate cost to ArcelorMittal is dependent upon factors beyond its control such as the scope and methodology of the remedial action requirements to be established by environmental and public health authorities, new laws or government regulations, rapidly changing technology and the outcome of any potential related litigation. Environmental liabilities are discounted if the aggregate amount of the obligation and the amount and timing of the cash payments are fixed or reliably determinable.

Income taxes

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statements of operations because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted as of the consolidated statements of financial position date.

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities, in the consolidated financial statements and the corresponding tax basis used in the computation of taxable profit, and is accounted for using the statements of financial position liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences and net operation loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the taxable temporary difference arises from the initial recognition of goodwill or if the differences arise from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the consolidated statements of financial position date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. The carrying amount of deferred tax assets is reviewed at each consolidated statements of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

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Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Financial instruments

Derivative financial instruments

See the critical accounting judgments section of this note.

Non-derivative financial instruments

Non-derivative financial instruments include cash and cash equivalents, trade and other receivables, investments in equity securities, trade and other payables and debt and other liabilities. These instruments are recognized initially at fair value when the Company becomes a party to the contractual provisions of the instrument. They are derecognized if the Company’s contractual rights to the cash flows from the financial instruments expire or if the Company transfers the financial instruments to another party without retaining control or substantially all risks and rewards of the instruments.

The Company classifies its investments in equity securities that have readily determinable fair values as available-for-sale, which are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale equity securities are reported as reserves, a separate component of equity, until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a first-in, first-out basis.

Investments in privately held companies that are not considered equity method investments and for which fair value is not readily determinable are carried at cost less impairment.

Debt and liabilities, other than provisions, are stated at amortized cost. However, loans that are hedged under a fair value hedge are remeasured for the changes in the fair value that are attributable to the risk that is being hedged.

Impairment of financial assets

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. Estimated future cash flows are determined using various assumptions and techniques, including comparisons to published prices in an active market and discounted cash flow projections using projected growth rates, weighted average cost of capital, and inflation rates. In the case of available-for-sale securities, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value less any impairment loss on that financial asset previously recognized in the consolidated statements of operations is removed from equity and recognized in the consolidated statements of operations.

If objective evidence indicates that cost-method investments need to be tested for impairment, calculations are based on information derived from business plans and other information available for estimating their value in use. Any impairment loss is recognized to the consolidated statements of operations. An impairment loss related to financial assets is reversed if and to the extent there has been a change in the estimates used to determine the recoverable amount. The loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognized. Reversals of impairment are recognized in net income except for reversals of impairment of available-for-sale equity securities, which are recognized in equity.

Emission rights

ArcelorMittal’s industrial sites which are regulated by the European Directive 2003/87/EC of October 13, 2003 on carbon dioxide (“CO₂”) emission rights, effective as of January 1, 2005, are located primarily in Belgium, Czech Republic, France, Germany, Luxembourg, Poland, Romania and Spain. The emission rights allocated to the Company on a no-charge basis pursuant to the annual national allocation plan are recorded at nil value and purchased emission rights are recorded at cost. Gains and losses from the sale of excess rights are recognized in cost of sales in the consolidated statements of operations. If on the date of the consolidated statements of financial position, the Company is short of emission rights, it will record a provision through the consolidated statements of operations.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns and other similar allowances.

Revenue from the sale of goods is recognized when the Company has transferred to the buyer the significant risks and rewards of ownership of the goods, no longer retains control over the goods sold, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Company, and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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Shipping and handling costs

ArcelorMittal records amounts billed to a customer in a sale transaction for shipping and handling costs as sales and the related shipping and handling costs incurred as cost of sales.

Financing costs

Financing costs include interest income and expense, amortization of discounts or premiums on borrowings, amortization of costs incurred in connection with the arrangement of borrowings and net gain or loss from foreign exchange on translation of long-term debt, net of unrealized gains, losses on foreign exchange contracts and transactions and accretion of long-term liabilities. 

Earnings per common share

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing income available to equity holders and assumed conversion by the weighted average number of common shares and potential common shares from outstanding stock options as well as potential common shares from the conversion of certain convertible bonds whenever the conversion results in a dilutive effect. Potential common shares are calculated using the treasury stock method.

Equity settled share-based payments

ArcelorMittal issues equity-settled share-based payments to certain employees, including stock options and restricted share units. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a graded vestingbasis over the vesting period, based on the Company’s estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. For stock options and restricted share units, fair value is measured using the Black-Scholes-Mertonpricing model and the market value of the shares at the date of the grant after deduction of dividend payments during the vesting period, respectively. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioral considerations. For the restricted share units, the fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight line method over the vesting period and adjusted for the effect of non market-based vesting conditions.

Segment reporting

ArcelorMittal reports its operations in six reportable segments: Flat Carbon Americas, Flat Carbon Europe, Long Carbon Americas and Europe, Asia, Africa and Commonwealth of Independent States (“AACIS”), Distribution Solutions and Mining.

The Company is organized in eight operating segments, which are components engaged in business activities from which they may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Company), for which discrete financial information is available and whose operating results are evaluated regularly by the chief operating decision maker “CODM” to make decisions about resources to be allocated to the segment and assess its performance. ArcelorMittal’s CODM is the GMB. Operating segments are aggregated when they have similar economic characteristics (similar long-term average gross margins) and are similar in the nature of products and services, the nature of production processes, customers, the methods used to distribute products or provide services, and the regulatory environment. The Long Carbon Americas, Long Carbon Europe, and Tubular Products operating segments have been aggregated for reporting purposes.

These operating segments include the attributable goodwill, intangible assets, property, plant and equipment, and equity method investments. They do not include cash and short-term deposits, short-term investments, tax assets, and other current financial assets. Attributable liabilities are also those resulting from the normal activities of the segment, excluding tax liabilities and indebtedness but including post retirement obligations where directly attributable to the segment. The treasury function is managed centrally for the Company as a whole and so is not directly attributable to individual operating segments or geographical areas.

Geographical information is separately disclosed and represents ArcelorMittal’s most significant regional markets. Attributed assets are operational assets employed in each region and include items such as pension balances that are specific to a country. They do not include goodwill, deferred tax assets, other investments or receivables and other non-current financial assets. Attributed liabilities are those arising within each region, excluding indebtedness.

Following the approval by the board of directors of ArcelorMittal on December 7, 2010, to spin off the stainless steel business into a separate company known as Aperam, the results of the stainless steel operations are presented as discontinued operations in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”.

Critical accounting judgments

The critical accounting judgments and significant assumptions made by management in the preparation of these consolidated financial statements are provided below.

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Purchase accounting

Accounting for acquisitions requires ArcelorMittal to allocate the cost of the enterprise to the specific assets acquired and liabilities assumed based on their estimated fair values at the date of the acquisition. In connection with each of its acquisitions, the Company undertakes a process to identify all assets and liabilities acquired, including acquired intangible assets. The judgments made in identifying all acquired assets, determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact results of operations. Estimated fair values are based on information available near the acquisition date and on expectations and assumptions that have been deemed reasonable by management.

There are several methods that can be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, the Company typically uses the “income method”. This method is based on the forecast of the expected future cash flows adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include: the amount and timing of projected future cash flows; the discount rate selected to measure the risks inherent in the future cash flows (weighted average cost of capital); the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry.

The most common purchase accounting adjustments relate to the following assets and liabilities:

·The fair value of identifiable intangible assets (generally, patents, customer relationships and favorable and unfavorable contracts) is estimated as described above.

·Property, plant and equipment is recorded at fair value, or, if fair value is not available, depreciated replacement cost.

·The fair value of pension and other post-employment benefits is determined separately for each plan using actuarial assumptions valid as of the acquisition date relating to the population of employees involved and the fair value of plan assets.

·Inventories are estimated based on expected selling prices at the date of acquisition reduced by an estimate of selling expenses and a normal profit margin.

·Adjustments to deferred tax assets and liabilities of the acquiree are recorded to reflect purchase price adjustments, other than goodwill.

Determining the estimated useful lives of tangible and intangible assets acquired requires judgment, as different types of assets will have different useful lives and certain intangible assets may be considered to have indefinite useful lives.

Deferred tax assets

ArcelorMittal records deferred tax assets and liabilities based on the differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases. Deferred tax assets are also recognized for the estimated future effects of tax losses carried forward. ArcelorMittal reviews the deferred tax assets in the different jurisdictions in which it operates periodically to assess the possibility of realizing such assets based on projected taxable profit, the expected timing of the reversals of existing temporary differences, the carry forward period of temporary differences and tax losses carried forward and the implementation of tax-planning strategies.

Note 19 describes the total deferred tax assets recognized in the consolidated statements of financial position and the estimated future taxable income required to utilize the recognized deferred tax assets.

Provisions for pensions and other post employment benefits

ArcelorMittal’s Operating Subsidiaries have different types of pension plans for their employees. Also, some of the Operating Subsidiaries offer other post-employment benefits, principally post-employment medical care. The expense associated with these pension plans and post-employment benefits, as well as the carrying amount of the related liability/asset on the consolidated statements of financial position is based on a number of assumptions and factors such as discount rates, expected rate of compensation increase, expected return on plan assets, healthcare cost trend rates, mortality rates, and retirement rates.

·Discount rates – The discount rate is based on several high quality corporate bond indexes in the appropriate jurisdictions (rated AA or higher by a recognized rating agency). Nominal interest rates vary worldwide due to exchange rates and local inflation rates.

·Rate of compensation increase – The rate of compensation increase reflects actual experience and the Company’s long-term outlook, including contractually agreed upon wage rate increases for represented hourly employees.

·Expected return on plan assets – The expected return on plan assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated long-term performance of individual asset classes, risks (standard deviations), and correlations of returns among the asset classes that comprise the plans’ asset mix.

·Healthcare cost trend rate – The healthcare cost trend rate is based on historical retiree cost data, near-term healthcare outlook, including appropriate cost control measures implemented by the Company, and industry benchmarks and surveys.

·Mortality and retirement rates – Mortality and retirement rates are based on actual and projected plan experience.

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Actuarial gains or losses resulting from experience and changes in assumptions are recognized in the consolidated statements of operations only if the net cumulative unrecognized actuarial gains and losses at the end of the previous reporting period exceeded the greater of 10% of the present value of the defined benefit obligation at that date and 10% of the fair value of any plan asset at that date. The fraction exceeding 10% is then recognized over the expected average remaining working lives of the employees participating in the plans.

Note 23 details the net liabilities of pension plans and other post-employment benefits including a sensitivity analysis illustrating the effects of changes in assumptions.

Environmental and other contingencies

ArcelorMittal is subject to changing and increasingly stringent environmental laws and regulations concerning air emissions, water discharges and waste disposal, as well as certain remediation activities that involve the clean-up of soil and groundwater. ArcelorMittal is currently engaged in the investigation and remediation of environmental contamination at a number of its facilities. Most of these are legacy obligations arising from acquisitions. ArcelorMittal recognizes a liability for environmental remediation when it is more likely than not that such remediation will be required and the amount can be estimated.

The estimates of loss contingencies for environmental matters and other contingencies are based on various judgments and assumptions including the likelihood, nature, magnitude and timing of assessment, remediation and/or monitoring activities and the probable cost of these activities. In some cases, judgments and assumptions are made relating to the obligation or willingness and ability of third parties to bear a proportionate or allocated share of cost of these activities, including third parties who sold assets to ArcelorMittal or purchased assets from it subject to environmental liabilities. ArcelorMittal also considers, among other things, the activity to date at particular sites, information obtained through consultation with applicable regulatory authorities and third-party consultants and contractors and its historical experience with other circumstances judged to be comparable. Due to the numerous variables associated with these judgments and assumptions, and the effects of changes in governmental regulation and environmental technologies, both the precision and reliability of the resulting estimates of the related contingencies are subject to substantial uncertainties. As estimated costs to remediate change, the Company will reduce or increase the recorded liabilities through credits or charges in the consolidated statements of operations. ArcelorMittal does not expect these environmental issues to affect the utilization of its plants, now or in the future.

Impairment of tangible and intangible assets, including goodwill

At each reporting date, ArcelorMittal reviews the carrying amounts of its tangible and intangible assets (excluding goodwill) to determine whether there is any indication that the carrying amount of those assets may not be recoverable through continuing use. If any such indication exists, the recoverable amount of the asset (or cash generating unit) is reviewed in order to determine the amount of the impairment, if any. The recoverable amount is the higher of its net selling price (fair value reduced by selling costs) and its value in use.

In assessing its value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or cash generating unit). For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets corresponding to operating units that generate cash inflows. If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, an impairment loss is recognized. An impairment loss is recognized as an expense immediately as part of operating income in the consolidated statements of operations.

In the case of permanently idled assets, the impairment is measured at the individual asset level. Otherwise, the Company’s assets are measured for impairment at the cash generating unit level. In certain instances, the cash generating unit is an integrated manufacturing facility which may also be an Operating Subsidiary. Further, a manufacturing facility may be operated in concert with another facility with neither facility generating cash flows that are largely independent from the cash flows of the other. In this instance, the two facilities are combined for purposes of testing for impairment. As of December 31, 2011, the Company determined it has 75 cash generating units.

An impairment loss recognized in prior years is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. However, the increased carrying amount of an asset due to a reversal of an impairment loss will not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately as part of operating income in the consolidated statements of operations.

Goodwill has been allocated at the level of the Company’s eight operating segments; the lowest level at which goodwill is monitored for internal management purposes. Goodwill is tested for impairment annually at the level of the groups of cash generating units which correspond to the operating segments as of November 30, or whenever changes in circumstances indicate that the carrying amount may not be recoverable. See note 25 for further discussion of the Company’s operating segments. Whenever the cash generating units comprising the operating segments are tested for impairment at the same time as goodwill, the cash generating units are tested first and any impairment of the assets is recorded prior to the testing of goodwill.

The recoverable amounts of the groups of cash-generating units are determined from the higher of its net selling price (fair value reduced by selling costs) or its value in use calculations, as described above. The key assumptions for the value in use

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calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market rates for investments of similar risk. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on historical experience and expectations of future changes in the market.

Cash flow forecasts are derived from the most recent financial budgets for the next five years. Beyond the specifically forecasted period, the Company extrapolates cash flows for the remaining years based on an estimated growth rate. This rate does not exceed the average long-term growth rate for the relevant markets. Once recognized, impairment losses recognized for goodwill are not reversed.

Derivative financial instruments

The Company enters into derivative financial instruments principally to manage its exposure to fluctuation in interest rates, exchange rates, prices of raw materials, energy and emission rights allowances. Derivative financial instruments are classified as current assets or liabilities based on their maturity dates and are accounted for at trade date. Embedded derivatives are separated from the host contract and accounted for separately if required by IAS 39, “Financial Instruments: Recognition and Measurement”. The Company measures all derivative financial instruments based on fair values derived from market prices of the instruments or from option pricing models, as appropriate. Gains or losses arising from changes in fair value of derivatives are recognized in the consolidated statements of operations, except for derivatives that are highly effective and qualify for cash flow or net investment hedge accounting.

Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a fair value hedge, along with the gain or loss on the hedged asset, liability, or unrecognized firm commitment of the hedged item that is attributable to the hedged risk, are recorded in the consolidated statements of operations.

Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income. Amounts deferred in equity are recorded in the consolidated statements of operations in the periods when the hedged item is recognized in the consolidated statements of operations and within the same line item.

The Company formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. When a hedging instrument is sold, terminated, expires or is exercised, the accumulated unrealized gain or loss on the hedging instrument is maintained in equity until the forecasted transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealized gain or loss, which had been recognized in equity, is reported immediately in the consolidated statements of operations.

Foreign currency differences arising on the translation of a financial liability designated as a hedge of a net investment in a foreign operation are recognized directly as a separate component of equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognized in the consolidated statements of operations.

Mining reserve estimates

Reserves are estimates of the amount of product that can be economically and legally extracted from the Company’s properties. In order to estimate reserves, estimates are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates.

Estimating the quantity and/or grade of reserves requires the size, shape and depth of orebodies to be determined by analyzing geological data such as drilling samples. This process may require complex and difficult geological judgments to interpret the data.

Because the economic assumptions used to estimate reserves change from period to period, and because additional geological data is generated during the course of operations, estimates of reserves may change from period to period. Changes in reported reserves may affect the Company’s financial results and financial position in a number of ways, including the following:

·Asset carrying amounts may be affected due to changes in estimated future cash flows.

·Depreciation, depletion and amortization charged in the consolidated statements of operations may change where such charges are determined by the units of production basis, or where the useful economic lives of assets change.

·Overburden removal costs recognized on the consolidated statements of financial position or charged to the consolidated statements of operations may change due to changes in stripping ratios or the units of production basis of depreciation.

·Decommissioning, site restoration and environmental provisions may change where changes in estimated reserves affect expectations about the timing or cost of these activities.

·The carrying amount of deferred tax assets may change due to changes in estimates of the likely recovery of the tax benefits.

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Use of estimates

The preparation of consolidated financial statements in conformity with IFRS recognition and measurement principles and, in particular, making the aforementioned critical accounting judgments require the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management reviews its estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates.

NOTE 3: ACQUISITIONS

Acquisitions have been accounted for using the acquisition method of accounting and, accordingly, the assets acquired and liabilities assumed have been recorded at their estimated fair values as of the date of acquisition. Goodwill recognized through the acquisitions discussed below is primarily attributable to potential strategic and financial benefits expected to be realized associated with future revenue growth and access to new markets.

 Significant acquisitions made during the years ended December 31, 2009, 2010 and 2011 include:

DSTC FZCO

On January 31, 2009, ArcelorMittal completed the acquisition of 60% of DSTC FZCO, a newly incorporated company located in the Dubai free zone which acquired the main business of Dubai Steel Trading Company LLC, a steel distributor in the United Arab Emirates, for a total consideration of 67. An option for an additional 10% stake was available to be exercised between September 1, 2010 and January 31, 2011. This option was not exercised. The acquisition of DSTC FZCO resulted in the consolidation of total assets of 83 and total liabilities of 32. The final goodwill amounted to 36. The net result consolidated since the acquisition date amounted to 1, for the year ended on December 31, 2009.

Noble BV

On May 8, 2009, ArcelorMittal signed a definitive purchase agreement with Noble European Holdings B.V.’s (“Noble BV”) parent Noble International, Ltd., which filed for reorganization under the bankruptcy laws of the United States on April 15, 2009. Following the approval from the European Commission on July 8, 2009, the Company completed on July 17, 2009, the acquisition of all the issued and outstanding shares of Noble BV, a Dutch private limited liability company engaged in laser welded blanks operations primarily in Europe.

Total consideration paid was 2 and cash acquired was 15. Total debt assumed amounted to 80. The purchase was made under section 363 of Chapter 11 of the United States Bankruptcy Code by authorization of the United States Bankruptcy Court for the Eastern District of Michigan. The acquisition of Noble BV resulted in the consolidation of total assets of 236 and total liabilities of 195. The final gain from the bargain purchase amounted to 39 and was recorded in the operating income. The net result consolidated since the acquisition date amounted to (8), for the year ended on December 31, 2009.

Baffinland

On January 27, 2011, in the framework of an offer to acquire all outstanding shares by way of a take-over bid, ArcelorMittal acquired a controlling stake of 58.9% in Baffinland Iron Mines Corporation (“Baffinland”), a Canadian junior mining company focused in the exploration and development of the iron ore deposits located on the Mary River property in Nunavut (Canada). The acquisition was completed through Acquireco, a company owned 70% by ArcelorMittal and 30% by Nunavut Iron Ore Acquisition Inc. (“Nunavut”). The stake held in Baffinland increased to 93.66% on February 18, 2011 following an extension of the offer and the acquisition of 100% was completed on March 25, 2011 as a result of the repurchase of the remaining 6.34% non-controlling interests (see note 4). Following these transactions, the Company holds finally a 70% stake in Baffinland. The total consideration paid for the acquisition was 528 (553 net of 25 of cash acquired) of which 362 paid in cash by ArcelorMittal and 166 paid by Nunavut (of which 105 in cash and 61 in shares). The transaction costs relating to this acquisition amounted to 5 and are recorded as selling, general and administrative expenses in the consolidated statements of operations. The Company completed the purchase price allocation in 2011. The acquisition resulted in the consolidation of total assets of 596 and total liabilities of 71. The acquired assets included 447 assigned to iron ore mining reserves and 82 assigned to exploration for and evaluation of mineral resources. The resulting final goodwill amounted to 38. The revenue and the net result consolidated since acquisition date amounted to nil and (5), respectively.

Cognor

On May 4, 2011, ArcelorMittal acquired from Cognor Group certain of its assets located in Poland, including property, plant and equipment, inventory, related operating processes and the workforce in order to strengthen its market presence in Poland. The Company accounted for this acquisition as a business combination. The total consideration paid for this acquisition was 67. The Company completed the purchase price allocation in 2011. The acquisition resulted in the consolidation of total assets of 68 and total liabilities of 1. The acquired assets included 41 assigned to land and buildings, 12 assigned to machinery and equipment and 12 assigned to inventories. There was no goodwill related to this acquisition.

F-23

Prosper

On June 1, 2011, ArcelorMittal acquired from RAG Aktiengesellschaft (“RAG”) the Prosper coke plant, located in Bottrop, Germany in order to reduce external sourcing of coke. The acquisition included the facility, related operating processes and the workforce. It also acquired RAG’s 27.95% stake in Arsol Aromatics, a producer of chemical raw materials based on crude benzene, a by-product of the Prosper facility. The Company accounted for this acquisition as a business combination. The total consideration paid for this acquisition was 205. The Company completed the purchase price allocation in 2011. The acquisition resulted in the consolidation of total assets of 309 and total liabilities of 86. The acquired assets included 145 assigned to the coke plant, 98 assigned to coke and coking coal inventories, 22 assigned to the investment in Arsol, 44 assigned to environmental and asset retirement obligations and 27 assigned to unfavorable contracts with a residual maturity of 8 years. The acquisition resulted in a bargain purchase of 18 and was recorded in operating income.

ATIC Services SA

On December 5, 2011, the Company acquired a controlling stake of 33.4% interest in its associate ATIC Services SA (“ATIC”) thereby increasing its current 42.4% holding to 75.8% for a total cash consideration of 34 (76 net of cash acquired of 42). ATIC is a leading European provider of logistic services in relation with the coal industry headquartered in France. This acquisition will enable the Company to optimize the logistic chain in relation with the coal supply. As of December 31, 2011, the initial accounting for the business combination is incomplete and the amounts recognized in the financial statements for the business combination have been determined only provisionally as the acquisition date was close to the year end and did not enable the Company to complete the accounting for the business combination within the same financial year.

Nikmet

On December 7, 2011, the Company acquired 100% of Stevedoring Company Nikmet Terminals (“Nikmet”) for a total cash consideration of 23 (including 5 of outstanding debt). Nikmet handles steel exports in the port of Nikolaev in southern Ukraine with a throughput capacity of 2 million tons per year. This acquisition will assure sea access, optimize logistics and cost savings for the Company’s operations in Ukraine. As of December 31, 2011, the initial accounting for the business combination is incomplete and the amounts recognized in the financial statements for the business combination have been determined only provisionally as the acquisition date was close to the year end and did not enable the Company to complete the accounting for the business combination within the same financial year.

Summary of significant acquisitions

The table below summarizes the estimated fair value of the assets acquired and liabilities assumed and the total purchase price allocation for significant acquisitions made in 2009 that were finalized during the year ended December 31, 2010:

	2009
	DSTC	Noble	Total
Current assets	56	90	146
Property, plant and equipment	1	105	106
Intangible assets	26	-	26
Other assets	-	26	26
Total assets acquired	83	221	304
Current liabilities	31	100	131
Long-term debt	-	92	92
Other long-term liabilities	1	3	4
Total liabilities assumed	32	195	227
Total net assets	51	26	77
Non-controlling interest	20	-	20
Net assets acquired	31	26	57
Cash paid to stockholders, gross	67	2	69
Cash acquired	-	(15)	(15)
Total purchase price, net	67	(13)	54
Goodwill	36	-	36
Bargain purchase		(39)	(39)

During 2011, the Company made the following acquisitions for which the final fair values of identifiable assets and liabilities are as follows:

F-24

		2011
		Baffinland	Prosper	Cognor
	Current assets	6	140	12
	Property, plant & equipment	12	145	53
	Mining rights	447	-	-
	Intangibles assets	82	2	3
	Other assets	49	22	-
	Total assets acquired	596	309	68
	Current liabilities	9	4	-
	Other long-term liabilities	1	74	-
	Deferred tax liabilities	61	8	1
	Total liabilities assumed	71	86	1
	Total net assets	525	223	67
	Non-controlling interests	35 1	-	-
	Total net assets acquired	490	223	67
	Cash paid to stockholders, gross	553	205	67
	Cash acquired	(25)	-	-
	Purchase price, net	528	205	67
	Goodwill	38	-	-
	Bargain purchase		(18)
1	The Company acquired the remaining non-controlling interests on March 25, 2011 (see note 4).

During 2011, the Company made the following acquisitions for which the provisional acquisition-date fair values of identifiable assets and liabilities are as follows:

	2011
	ATIC	Nikmet
Current assets	55	3
Property, plant & equipment	90	3
Intangibles assets	14	-
Other assets	75	-
Total assets acquired	234	6
Current liabilities	66	1
Long-term debt	17	-
Other long-term liabilities	14	-
Deferred tax liabilities	2	-
Total liabilities assumed	99	1
Total net assets	135	5
Non-controlling interests	43	-
Total net assets acquired	92	5
Previously held equity interests	81	-
Cash paid to stockholders, gross	76	18
Cash acquired	(42)	-
Debt outstanding on acquisition	-	5
Purchase price, net	34	23
Goodwill	23	18

F-25

NOTE 4: TRANSACTIONS WITH NON-CONTROLLING INTERESTS

As described below, the Company acquired additional non-controlling interests during 2009, 2010 and 2011.

ArcelorMittal Kryviy Rih

The Company’s ownership in ArcelorMittal Kryviy Rih increased from 94.66% in 2007 to 95.02% in 2008 and 95.13% in 2009. In 2009, the reduction in non-controlling interests was 6 and the resulting goodwill amounted to 1. In 2008, the reduction in non-controlling interests was 18 and the resulting goodwill amounted to 38.

ArcelorMittal Ostrava

In July 2009, the Company increased its stake in ArcelorMittal Ostrava to 82.55% through the acquisition from the Czech Government of a 10.97% stake represented by 1,359,083 shares. The total acquisition price was 375, of which 55 was paid at closing of the agreement with the remaining 320 to be paid in six annual installments. The resulting negative goodwill amounted to 82.

In January 2010, ArcelorMittal completed the acquisition of an additional ownership interest of 13.88% of ArcelorMittal Ostrava for a total consideration of 373. The Company’s stake increased from 82.55% to 96.43%. The transaction resulted in a reduction of non-controlling interests of 436. As required by IFRS 3 (revised) and IAS 27 (revised), the Company recorded an increase of 63 directly in equity.

On July 23, 2010, the Company completed the acquisition of 3.57% of the remaining outstanding shares of ArcelorMittal Ostrava. The Company’s stake increased from 96.43% to 100% for a total consideration of 84. The transaction resulted in a reduction of non-controlling interests of 98 and an increase in equity of 14.

Rozak

On February 12, 2010, the non-controlling shareholders of Rozak representing the remaining 30% not held by ArcelorMittal exercised their put option included in the original purchase agreement. The Company had previously recognized the acquisition of these shares and had recorded a liability amounting to 31, which was settled in January 2011.

Zaklady K Zdzieszowice

On September 20, 2010, ArcelorMittal Poland acquired the remaining 8.5% (58,751 shares) of Zaklady K Zdzieszowice (“ZKZ”) from the Polish State Treasury for a cash consideration of 130. Following that transaction, ZKZ is a fully owned subsidiary of ArcelorMittal Poland. The net value of interests acquired was 120 and the Company recorded a decrease of 10 in equity.

Ambalaj

On February 28, 2011, ArcelorMittal acquired the remaining 25% non-controlling stake in ArcelorMittal Ambalaj (Turkey) for a total consideration of 10. The Company now owns 100% of this subsidiary.

Baffinland

On March 26, 2011, the Company acquired the remaining 6.34% non-controlling stake in Baffinland through a court approved plan of arrangement. The total consideration for the transaction was 39 of which 25 paid by ArcelorMittal. The transaction resulted in a reduction of non-controlling interests of 35. In accordance with IFRS 3 (revised) and IAS 27 (revised), the Company recorded a decrease of 4 directly in equity.

The tables below summarize the acquisition of non-controlling interests:

	2009
	Ostrava	Others	Total
Non-controlling interests	344	9	353
Cash paid, net	55	11	66
Debt outstanding on acquisition	207	-	207
Purchase price, net	262	11	273
Goodwill	-	2	2
Bargain purchase	(82)	-	(82)

	2010
	Ostrava	ZKZ	Others	Total
Non-controlling interests	534	120	91	745
Cash paid, net	457	130	10	597
Debt outstanding on acquisition	-	-	58	58
Purchase price, net	457	130	68	655
Adjustment to equity (in accordance with IAS 27 (2008))	77	(10)	23	90

F-26

	2011
	Baffinland	Ambalaj	Total
Non-controlling interests	35	10	45
Cash paid, net	35	10	45
Debt outstanding on acquisition	4	-	4
Purchase price, net	39	10	49
Adjustment to equity (in accordance with IAS 27 (2008))	( 4)	-	( 4)

Other transactions with non-controlling interests

On December 28, 2009, the Company issued through a wholly-owned subsidiary unsecured and unsubordinated 750 bonds mandatorily convertible into preferred shares of such subsidiary. The bonds were placed privately with a Luxembourg affiliate of Crédit Agricole (formerly Calyon) and are not listed. The bonds were originally scheduled to mature on May 25, 2011. The Company originally had the option to call the mandatory convertible bonds from May 3, 2010 until 10 business days before conversion. The subsidiary invested the proceeds of the bonds issuance and an equity contribution by the Company in notes issued by subsidiaries of the Company linked to shares of Eregli Demir Ve Celik Fab. T.A.S. (“Erdemir”) and Macarthur Coal Limited (“Macarthur”), both of which were publicly listed companies in which such subsidiaries hold a minority stake. In the Company’s consolidated financial statements for the year ended December 31, 2010, the mandatory convertible bonds are recorded as non-controlling interests of 684 and debt of 15. (See note 15).

On April 20, 2011, the Company signed an agreement for an extension of the conversion date of the mandatory convertible bonds to January 31, 2013. The other main features of the mandatory convertible bonds remained unchanged. The Company determined that this transaction led to the extinguishment of the existing compound instrument and the recognition of a new compound instrument including non-controlling interests for 688 (net of tax and fees) and debt for 60. The difference between the carrying amount of the previous instrument and the fair value of the new instrument amounted to 52 and was recognized as financing costs in the consolidated statements of operations.

On September 27, 2011, the Company increased the mandatory convertible bonds from 750 to 1,000. The Company determined that this increase led to the extinguishment of the existing compound instrument and the recognition of a new compound instrument with a resulting 15 recognized as financing costs. In the Company’s consolidated statements of financial position as of December 31, 2011 the mandatory convertible bonds are recorded as non-controlling interests of 934 and debt of 66.

As a result of the completion of the sale of the shares in Macarthur on December 21, 2011 (see note 11), the notes issued by a subsidiary of ArcelorMittal and linked to the Macarthur shares were subject to an early redemption for 1,208. Prior to December 31, 2011 the Company committed to Crédit Agricole to link new notes to China Oriental Group Company Ltd (“China Oriental”) shares. The proceeds from the redemption of the notes were invested in a term deposit with Crédit Agricole until January 17, 2012. On that date, notes linked to China Oriental were issued by a subsidiary of ArcelorMittal.

NOTE 5: ASSETS AND LIABILITIES HELD FOR SALE AND FOR DISTRIBUTION

Assets and liabilities held for sale

On August 30, 2007, the Company acquired a 76.9% stake in the German gas distribution company Saar Ferngas AG (“Saar Ferngas”) for total consideration of 542. Following the contribution of the total stake in Saar Ferngas of 540 on January 23, 2009 to an ArcelorMittal associated company Soteg, the stake held by ArcelorMittal in Soteg, a Luxembourg gas and electricity producer and distributor, increased from 20% to 26.15%. This was a non-cash investing activity. On February 16, 2009, ArcelorMittal sold 2.48% of Soteg to the Government of Luxembourg and Société Nationale de Crédit et d’Investissement (“SNCI”), a Luxembourg government controlled investment company for proceeds of 58 and a gain of 3.

On October 9, 2009, the Company signed an agreement to divest its 28.6% stake in Wabush Mines in Canada. Wabush Mines was part of the Flat Carbon Americas reportable segment. Liabilities of 11 were classified as held for sale as of December 31, 2009. The total cash consideration received was 38 and the transaction was completed on February 1, 2010. A gain of 42 was recognized with respect to the disposal of this equity method investment.

On July 5, 2010, the Company completed the disposal of the Anzherskaya coal mine in Russia. The total cash consideration received was nil and the purchaser agreed to assume the liabilities of the mine. In connection with the decision to sell and cease all future use of the tangible assets, an impairment loss of 119 was recognized with respect to goodwill in the amount of 16, and property, plant and equipment in the amount of 103 and included as cost of sales in the consolidated statements of operations. Inventories and trade receivables were written down by 3.

F-27

Asset and liabilities held for distribution

Following the approval by ArcelorMittal’s board on December 7, 2010, to spin off Aperam, the results of the stainless steel operations have been presented as discontinued operations in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”.

The table below provides details of the amounts presented in the consolidated statements of operations with respect to discontinued operations:

	Consolidated statements of  operations for the  year ended December 31,
	2009	2010	2011
Sales	4,089	5,418	471
Cost of sales (including depreciation and impairment of 332, 929 and nil for 2009, 2010 and 2011, respectively)	4,059	5,689	415
Gross margin	30	(271)	56
Selling, general and administrative	199	209	19
Operating income (loss)	(169)	(480)	37
Income from investments in associates and joint ventures	2	9	-
Financing costs - net	30	145	421
Income (loss) before taxes	(137)	(326)	458
Income tax expense (benefit)	(80)	4	(3)
Net income (loss) (including non-controlling interests)	(57)	(330)	461

The amounts disclosed above represent the operations of the stainless steel business, excluding the effects of any transactions with continuing operations entities such as interest expense or income, management fees, and sales to continuing operations.

The Company remeasured certain assets at their fair value less cost to distribute upon initial classification as assets and liabilities held for distribution at December 7, 2010. The fair value of these assets has been estimated based on trading multiples of comparable companies. ArcelorMittal compared revenue growth, operating margins and capital expenditures according to the five year business plan defined for the purpose of the spin-off to consensus forecasts of comparable companies. The Company also considered the subsequent initial trading of Aperam and various factors that may influence the trading. As a result of the remeasurement upon initial classification as assets held for distribution, the Company recognized an impairment loss of 750, at December 7, 2010, which was entirely allocated to goodwill. Following the subsequent remeasurement of fair value less cost to distribute at December 31, 2010, the Company recognized an increase in fair value and reduced the impairment loss from 750 to 598, net of tax of nil and nil, respectively. There were no subsequent changes in the fair value less cost to distribute on the spin-off date as of January 25, 2011.

The measurement of the fair value of the assets and liabilities held for distribution represents a Level 3 fair value measurement. As discussed in note 16, Level 3 measurements are based on inputs that are not based on observable market data and require management assumptions or inputs from unobservable markets. The measurement is most sensitive to changes in the selected trading multiple of comparable companies as well as the projected 2011 earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the stainless steel business. A 5% increase or decrease in either the trading multiple of comparable companies or the forecasted 2011 EBITDA, would have resulted in a 270 decrease or increase to the impairment loss recognized within discontinued operations, respectively at December 31, 2010.

The table below provides details of the amounts presented in the consolidated statements of other comprehensive income with respect to discontinued operations:

	Statements of other comprehensive income for the year ended December 31,
	2009	2010	2011
Net income (loss) (including non-controlling interests)	(57)	(330)	461
Available-for-sale investments:
Gain (loss) arising during the period	12	78	(11)
Reclassification adjustments for (gain) loss included in the statements of operations	-	(79)	(28)
	12	(1)	(39)
Derivative financial instruments:
Gain (loss) arising during the period	45	(3)	(1)
Reclassification adjustments for (gain) loss included in the statements of operations	-	2	-
	45	(1)	(1)
Exchange differences arising on translation of foreign operations:
Gain (loss) arising during the period	597	(11)	23
Reclassification adjustments for (gain) loss included in the statements of operations	-	-	(391)
	597	(11)	(368)
Total Comprehensive income	597	(343)	53

F-28

On January 25, 2011, the Extraordinary General Meeting of Shareholders of ArcelorMittal approved the spin-off of Aperam. As a result, all assets and liabilities classified as held for distribution at that date were transferred to Aperam for a total amount of 3,964 recognized as a reduction in shareholders’ equity and determined as follows.

The table below provides details of the assets and liabilities held for distribution after elimination of intra-group balances in the consolidated statements of financial position:

	December 31, 2010	January 25, 2011
ASSETS
Current assets:
Cash and cash equivalents	123	85
Trade accounts receivable and other	387	435
Inventories	1,520	1,634
Prepaid expenses and other current assets	148	159
Total current assets	2,178	2,313
Non-current assets:
Goodwill and intangible assets	1,360	1,379
Property, plant and equipment	3,048	3,086
Other investments	183	162
Deferred tax assets	69	68
Other assets	80	78
Total non-current assets	4,740	4,773
Total assets	6,918	7,086
LIABILITIES
Current liabilities:
Short-term debt and current portion of long-term debt	66	63
Trade accounts payable and other	769	731
Short-term provisions	41	41
Accrued expenses and other liabilities	365	307
Income tax liabilities	11	19
Total current liabilities	1,252	1,161
Non-current liabilities:
Long-term debt, net of current portion	121	116
Deferred tax liabilities	347	364
Deferred employee benefits	181	185
Long-term provisions	126	127
Other long-term obligations	10	11
Total non-current liabilities	785	803
Total liabilities	2,037	1,964

The table below provides details of the decrease in equity resulting from the spin-off of Aperam on January 25, 2011:

Total assets held for distribution	7,086
Total liabilities held for distribution	(1,964)
Assets related to intra-group transactions within ArcelorMittal	76
Liabilities related to intra-group transactions within ArcelorMittal	(1,210)
Fair value of Aperam shares attributed to ArcelorMittal as a result of the treasury shares held by the Company	(24)
Total decrease in equity	3,964

F-29

A total amount of 419 previously recognized in other comprehensive income and including the cumulative exchange differences arising on translation of foreign operations for 391 and gains and losses on available-for-sale financial assets for 28 was reclassified to the consolidated statements of operations as a result of the spin-off.

NOTE 6: TRADE ACCOUNTS RECEIVABLE AND OTHER

Trade accounts receivable and allowance for doubtful accounts as of December 31, are as follows:

	2010	2011
Gross amount	5,994	6,681
Allowance for doubtful accounts	(269)	(229)
Total	5,725	6,452

The carrying amount of the trade accounts receivable and other approximates fair value. Before allowing credit to any new customer, ArcelorMittal uses an internally developed credit scoring system to assess the potential customer’s credit quality and to define credit limits by customer. For all significant customers the credit terms must be approved by the credit committees of each individual segment. Limits and scoring attributed to customers are reviewed periodically. There are no customers who represent more than 5% of the total balance of trade accounts receivable.

Exposure to credit risk by reportable segment

The maximum exposure to credit risk for trade accounts receivable by reportable segment at December 31 is as follows:

	2010*	2011
Flat Carbon Americas	459	541
Flat Carbon Europe	979	1,079
Long Carbon Americas and Europe	2,024	2,118
Distribution Solutions	1,561	1,878
AACIS	514	526
Mining	93	152
Other activities	95	158
Total	5,725	6,452

* The 2010 information has been recast retrospectively as the Company’s mining operations are presented as a separate reportable segment as of January 1, 2011

F-30

Exposure to credit risk by geography

The maximum exposure to credit risk for trade accounts receivable by geographical area at December 31 is as follows:

	2010	2011
Europe	3,421	3,727
North America	773	844
South America	793	913
Africa & Asia	588	618
Middle East	150	350
Total	5,725	6,452

Aging of trade accounts receivable

The aging of trade accounts receivable as of December 31 is as follows:

	2010			2011
	Gross	Allowance	Total	Gross	Allowance	Total
Not past due	4,618	(44)	4,574	5,412	(31)	5,381
Past due 0-30 days	745	(11)	734	659	(6)	653
Past due 31-60 days	164	(3)	161	200	(8)	192
Past due 61-90 days	62	(6)	56	80	(6)	74
Past due 91-180 days	116	(11)	105	95	(13)	82
More than 180 days	289	(194)	95	235	(165)	70
Total	5,994	(269)	5,725	6,681	(229)	6,452

The movement in the allowance for doubtful accounts in respect of trade accounts receivable during the periods presented is as follows:

Balance as of December 31, 2008	Additions	Deductions/ Releases	Others	Balance as of December 31, 2009
371	66	(73)	18	382
Balance as of December 31, 2009	Additions	Deductions/ Releases	Others	Balance as of December 31, 2010
382	47	(122)	(38)*	269
Balance as of December 31, 2010	Additions	Deductions/ Releases	Others	Balance as of December 31, 2011
269	24	(59)	(5)	229

The Company has established sales without recourse of trade accounts receivable programs with financial institutions for a total amount as of December 31, 2011 of €2,540 million, 900 and CAD 215 million, referred to as True Sale of Receivables (“TSR”). These amounts represent the maximum amounts of unpaid receivables that may be sold and outstanding at any given time. Through the TSR programs, certain operating subsidiaries of ArcelorMittal surrender control, risks and the benefits associated with the accounts receivable sold; therefore, the amount of receivables sold is recorded as a sale of financial assets and the balances are removed from the consolidated statements of financial position at the time of sale. The total amount of receivables sold under TSR programs and derecognized in accordance with IAS 39 for the years ended December 31, 2009, 2010 and 2011 were 21,820, 29,503 and 35,287respectively, (with amounts of receivables sold in euros and Canadian dollars converted to U.S. dollars at the monthly average exchange rate). Expenses incurred under the TSR programs reflecting the discount granted to the acquirers of the accounts receivable recognized in the consolidated statements of operations, excluding amounts presented as discontinued operations, amounted to 102, 110 and 152 in 2009, 2010 and 2011, respectively.

NOTE 7: INVENTORIES

Inventories, net of allowance for slow-moving inventory, excess of cost over net realizable value and obsolescence of 1,304 and 1,549 as of December 31, 2010 and 2011, respectively, is comprised of the following:

	December 31,
	2010	2011
Finished products	6,321	7,356
Production in process	4,038	4,531
Raw materials	7,263	7,933
Manufacturing supplies, spare parts and other	1,961	1,869
Total	19,583	21,689

F-31

The amount of inventory pledged as collateral was 44 and 11 as of December 31, 2010 and 2011, respectively.

The movement in the allowance for obsolescence is as follows:

Balance as of December 31, 2008	Additions	Deductions/ Releases	Others	Balance as of December 31, 2009
3,519	2,374	(4,405)	52	1,540
Balance as of December 31, 2009	Additions	Deductions/ Releases	Others*	Balance as of December 31, 2010
1,540	1,084	(1,096)	(224)	1,304
Balance as of December 31, 2010	Additions	Deductions/ Releases	Others**	Balance as of December 31, 2011
1,304	1,398	(1,093)	(60)	1,549

*         Includes (141) related to the transfer of allowance for obsolescence to assets held for sale and distribution

**      Includes (2) related to the transfer of allowance for obsolescence to assets held for sale and distribution

Due to the sharp decline in the market prices of raw materials and steel demand in the last quarter of 2008 and continuing through 2011, the Company wrote down its inventory to its net realizable value. The amount of write-down of inventories to net realizable value recognized as an expense was 2,374, 1,084 and 1,398 in 2009, 2010 and 2011, respectively, and was reduced by 4,405, 1,096 and 1,093 in 2009, 2010 and 2011, respectively, due to normal inventory consumption.

NOTE 8: PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consists of advance payments to taxing and other public authorities (including value-added tax (“VAT”)), income tax receivable, revaluation of derivative financial instruments, prepaid expenses and other receivables and other, which is made up of advances to employees, prepayments, accrued interest, dividends receivable and other miscellaneous receivables.

	December 31,
	2010	2011
VAT recoverable	1,694	1,709
Income tax receivable	434	430
Revaluation of derivative financial instruments	523	242
Prepaid expenses and other receivables	1,024	715
Other	485	463
Total	4,160	3,559

NOTE 9: GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets are summarized as follows:

		Goodwill on acquisitions	Concessions, patents and licenses	Favorable contracts	Other	Total
	Cost
	At December 31, 2009	15,555	1,063	1,067	2,013	19,698
	Acquisitions	-	20	-	155	175
	Disposals	-	(9)	-	-	(9)
	Foreign exchange differences	(427)	(45)	(46)	(90)	(608)
	Transferred to assets held for sale and distribution	(1,795)	(105)	-	(270)	(2,170)
	Transfers and other movements	(15)	15	(152)	21	(131)
	At December 31, 2010	13,318	939	869	1,829	16,955
	Acquisitions	79	51	-	105	235
	Disposals	-	(10)	-	(159)	(169)
	Foreign exchange differences	(198)	(48)	(13)	11	(248)
	Transfers and other movements	(16)	156	(50)	8	98
	At December 31, 2011	13,183	1,088	806	1,794	16,871
	Accumulated amortization and impairment losses
	At December 31, 2009	727	385	1,000	552	2,664
	Disposals	-	(7)	-	-	(7)
	Amortization charge1	-	139	34	247	4201
	Impairment and reduction of goodwill	16	28	-	-	44
	Foreign exchange differences	(14)	(28)	(45)	(37)	(124)
	Transferred to assets held for distribution	-	(94)	-	(118)	(212)
	Transfers and other movements	-	(55)	(151)	3	(203)
	At December 31, 2010	729	368	838	647	2,582
	Disposals	-	(5)	-	(1)	(6)
	Amortization charge¹	-	76	12	222	310
	Foreign exchange differences	(1)	(29)	(13)	(1)	(44)
	Transfers and other movements	(16)	44	(50)	(2)	(24)
	At December 31, 2011	712	454	787	865	2,818
	Carrying amount
	At December 31, 2010	12,589	571	31	1,182	14,373
	At December 31, 2011	12,471	634	19	929	14,053
1	Including amortization with respect to discontinued operations of 29 and nil for the years ended December 31, 2010 and 2011, respectively.

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Goodwill acquired in business combinations and acquisitions of non-controlling interests are as follows for each of the Company’s operating segments:

			Net value December 31, 2009	Transfer to assets held for distribution	Foreign exchange differences and other movements	Impairment and other reductions	Net value December 31, 2010
	Flat Carbon Europe		3,195	-	(173)	-	3,022
	Flat Carbon Americas		4,079	-	-	-	4,079
	Long Carbon Europe		1,280	-	(92)	-	1,188
	Long Carbon Americas		1,759	-	(2)	-	1,757
	Tubular Products		158	-	(79)	-	79
	AACIS		1,518	-	(3)	(16)	1,499
	Stainless Steel ¹		1,788	(1,795)	7	-	-
	Distribution Solutions		1,051	-	(71)	(15)	965
	TOTAL		14,828	(1,795)	(413)	(31)	12,589
		Net value December 31, 2010	Reclassification to Mining2	Net value January 1, 2011	Foreign exchange differences and other movements	Acquisitions	Net value December 31, 2011
	Flat Carbon Europe	3,022	(69)	2,953	(100)	23	2,876
	Flat Carbon Americas	4,079	(755)	3,324	8	-	3,332
	Long Carbon Europe	1,188	-	1,188	(35)	-	1,153
	Long Carbon Americas	1,757	(33)	1,724	(38)	-	1,686
	Tubular Products	79	-	79	-	-	79
	AACIS	1,499	(14)	1,485	4	18	1,507
	Distribution Solutions	965	-	965	(29)	-	936
	Mining	-	871	871	(7)	38	902
	TOTAL	12,589	-	12,589	(197)	79	12,471
1	See note 5 for discussion of the valuation of the stainless steel business which has been presented as discontinued operations.
2	On January 1, 2011, goodwill was reallocated among the groups of cash generating units based on the relative fair values of the assets as a result of mining operations being presented as a separate operating and reportable segment.

Goodwill acquired in business combinations and the acquisition of non-controlling interests, prior to the adoption of IAS 27 (2008) has been allocated to the Company’s operating segments and presented in the table above. This represents the lowest level at which goodwill is monitored for internal management purposes.

Goodwill is tested at the group of cash generating units (“GCGU”) level for impairment annually, as of November 30, or whenever changes in circumstances indicate that the carrying amount may not be recoverable. In all cases, the GCGU is at the operating segment level. The recoverable amounts of the GCGUs are determined based on their value in use. The Company determined to calculate value in use for purposes of its impairment testing and, accordingly, did not determine the fair value of the GCGUs as the carrying value of the GCGUs was lower than their value in use. The key assumptions for the value in use

F-33

calculations are primarily the discount rates, growth rates, expected changes to average selling prices, shipments and direct costs during the period.

The value in use of each GCGU was determined by estimating cash flows for a period of five years for steel operations and over the life of the mines for mining operations. Assumptions for average selling prices and shipments are based on historical experience and expectations of future changes in the market. Cash flow forecasts are derived from the most recent financial plans approved by management.  Beyond the specifically forecasted period of five years, the Company extrapolates cash flows for the remaining years based on an estimated constant growth rate of 2%. This rate does not exceed the average long-term growth rate for the relevant markets.

Management estimates discount rates using pre-tax rates that reflect current market rates for investments of similar risk. The rate for each GCGU was estimated from the weighted average cost of capital of producers, which operate a portfolio of assets similar to those of the Company’s assets.

	Flat Carbon Europe	Flat Carbon Americas	Long Carbon Europe	Long Carbon Americas	Tubular Products	AACIS	Mining	Distribution Solutions
GCGU weighted average pre-tax discount rate used in 2010 (in %)	10.9	12.2	10.5	13.2	14.9	14.4	-	12.1
GCGU weighted average pre-tax discount rate used in 2011 (in %)	10.4	10.0	10.3	10.6	12.8	11.4	19.2	11.1

When estimating average selling price, the Company used a range of assumptions between $717 per tonne and $954 per ton which remain stable for the next four years depending on the markets in which each GCGU is operating.

The value in use calculated for all GCGUs remained relatively stable in 2011 as compared to 2010, except for Flat Carbon Europe and Distribution Solutions whose value in use decreased primarily as a result of growing uncertainty over the evolution of economic situation in Europe. However, the results of the Company’s goodwill impairment test as of November 30, 2011 for each GCGU did not result in an impairment of goodwill as the value in use exceeded, in each case, the carrying value of the GCGU.

In validating the value in use determined for each GCGU, key assumptions used in the discounted cash-flow model (such as discount rates, average selling prices, shipments and terminal growth rate) were sensitized to test the resilience of value in use in 2011. Management believes that reasonably possible changes in key assumptions would cause an impairment loss to be recognized in respect of Flat Carbon Europe and Distribution Solutions.

Flat Carbon Europe covers a wide flat carbon steel product portfolio including hot-rolled coil, cold-rolled coil, coated products, tinplate, plate and slab. It is the largest flat steel producer in Europe, with operations that range from Spain in the west to Romania in the east. Management believes that sales volumes, prices and discount rates are the key assumptions most sensitive to change. Flat Carbon Europe is substantially exposed to European markets whose recovery has slowed due to the adverse economic consequences of the European sovereign debt crisis. It is also exposed to export markets and international steel prices which are volatile, reflecting the cyclical nature of the global steel industry, developments in particular steel consuming industries, the cost of raw materials and macroeconomic trends, such as economic growth and foreign exchange rates.  Discount rates may be affected by changes in countries’ specific risks. Future projections anticipate a limited recovery of sales volumes in 2012 from the sales volumes achieved in 2011 (27.1 million tonnes for the year ended December 31, 2011) with steady improvements thereafter, without reaching the sales volume achieved prior to the crisis of 2008/2009 (33.5 million tonnes for the year ended December 31, 2008). Prices and margins on raw materials are expected to increase only marginally over the period. The projection also include the expected improvements in production costs associated with variable and fixed cost reduction plans identified by management and announced closures and workforce reductions. Discount rates are kept stable over the period.

Distribution Solutions is primarily an in-house trading and distribution arm of ArcelorMittal. It also provides value-added customized steel solutions through further steel processing to meet specific customer requirements. Management believes that sales volumes, gross margins and discount rates are the key assumptions most sensitive to change. Distribution Solutions is substantially exposed to European markets whose recovery has slowed due to the adverse economic consequences of the European sovereign debt crisis. Furthermore, gross margins may be temporarily impacted by the fluctuation and volatility between selling prices and the cost of inventories. Discount rates may be affected by changes in countries’ specific risks. Future projections anticipate a limited recovery of sales volumes in 2013 from the sales volumes achieved in 2011 (18.4 million tonnes for the year ended December 31, 2011) with steady improvements thereafter to reach and marginally exceed the sales volumes achieved prior to the crisis of 2008/2009 (19.1 million tonnes for the year ended December 31, 2008). Prices are expected to remain stable during the period. Discount rates are kept stable over the period.

The following changes in key assumptions used in the impairment review, assuming unchanged values for the other assumptions, would cause the recoverable amount to equal the respective carrying value;

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	Flat Carbon Europe	Distribution Solutions
Excess of recoverable amount over carrying amount	2,269	614
Increase in pre-tax discount rate (change in basis points)	74	120
Decrease in average selling price (change in %)	0.62	-
Decrease in shipments (change in %)	1.95	3.58
Decrease in gross margin  (change in %)	-	9.26
Decrease in terminal growth rate used in for the years beyond the five year plan (change in basis points)	75	111

During 2010, in connection with its agreement to sell the Anzherskaya mine, the Company allocated a portion of goodwill to the mine and then performed an impairment test which resulted in an impairment of goodwill of 16.

At December 31, 2010 and 2011, the Company had 14,373 and 14,053 of intangible assets, of which 12,589 and 12,471 represented goodwill, respectively. Other intangible assets were comprised primarily of customer relationships, trademarks and technology, amounting to 1,007 and 777 and exploration for and evaluation of mineral resources amounting to nil and 107 as of December 31, 2010 and 2011, respectively, and have residual useful lives between 5 and 15 years.

The Company recognized a gain on sale of CO2 emission rights amounting to 140 and 93 during the year ended December 31, 2010 and 2011, respectively.

Research and development costs not meeting the criteria for capitalization are expensed as incurred. These costs amounted to 253, 322 and 306 in the years ended December 31, 2009, 2010, and 2011, respectively.

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NOTE 10: PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized as follows:

	Land, buildings and Improvements	Machinery and equipment	Construction in progress	Mining  Assets	Total
Cost
At December 31, 2009	17,713	59,620	3,449	3,122	83,904
Additions	120	728	2,733	7	3,588
Foreign exchange differences	(1,034)	(2,835)	(93)	19	(3,943)
Disposals	(136)	(558)	(8)	(18)	(720)
Transfer to assets held for distribution	(1,120)	(2,840)	(125)	-	(4,085)
Other movements	218	2,024	(2,120)	12	134
At December 31, 2010	15,761	56,139	3,836	3,142	78,878
Additions	81	976	3,869	149	5,075
Acquisition through business combination	69	214	20	447	750
Foreign exchange differences	(667)	(2,620)	(180)	(56)	(3,523)
Disposals	(122)	(765)	(14)	(73)	(974)
Other movements	(17)	2,131	(2,445)	617	286
At December 31, 2011	15,105	56,075	5,086	4,226	80,492
Accumulated depreciation and impairment
At December 31, 2009	3,775	18,986	116	642	23,519
Depreciation charge for the year 1	485	3,652	19	154	4,3101
Impairment 1	86	208	-	217	5111
Disposals	(63)	(497)	(1)	(18)	(579)
Foreign exchange differences	(448)	(1,785)	(5)	4	(2,234)
Transfer to assets held for distribution	(171)	(866)	-	-	(1,037)
Other movements	(184)	268	(9)	(31)	44
At December 31, 2010	3,480	19,966	120	968	24,534
Depreciation charge for the year	542	3,656	-	174	4,372
Impairment	59	230	41	1	331
Disposals	(72)	(704)	(8)	(73)	(857)
Foreign exchange differences	(317)	(1,680)	(8)	(9)	(2,014)
Other movements	(106)	38	(17)	(40)	(125)
At December 31, 2011	3,586	21,506	128	1,021	26,241
Carrying amount
At December 31, 2010	12,281	36,173	3,716	2,174	54,344
At December 31, 2011	11,519	34,569	4,958	3,205	54,251

^{___________________________}

¹         Includes depreciation and impairment with respect to discontinued operations of 272 and 30, respectively, for the year ended December 31, 2010.

Other movements predominantly represent transfers from construction in progress to other categories.

Management estimates discount rates using pre-tax rates that reflect current market rates for investments of similar risk. The rate for each CGU was estimated from the weighted average cost of capital of producers, which operate a portfolio of assets similar to those of the Company’s assets.

The impairment loss recognized in 2009 of 564, of which 12 related to discontinued operations, was recorded as an expense as part of cost of sales in the consolidated statements of operations. A decision was made to cease all future use of various idle assets resulting in a total impairment of 237 mainly related to the coke oven batteries at ArcelorMittal Galati (92) and an electric arc furnace, a rolling mill, an oxygen furnace and wire rod mill at ArcelorMittal Las Truchas (65). ArcelorMittal Galati is part of

F-36

Flat Carbon Europe and ArcelorMittal Las Truchas is part of Long Carbon Americas & Europe. The remaining impairment of 327 consisted primarily of the following:

Cash-Generating Unit	Reportable Segment	Impairment Recorded	2008 Pre-Tax Discount Rate	2009 Pre-Tax Discount Rate	Carrying Value as of December 31, 2011
ArcelorMittal Tubular Products Roman	Long Carbon Americas & Europe	65	14.9%	16.9%	47
ArcelorMittal Hunedoara SA	Long Carbon Americas & Europe	38	13.9%	14.5%	59
ArcelorMittal Annaba Spa	Long Carbon Americas & Europe	17	13.9%	15.1%	220
ArcelorMittal Tubular Products Marion Inc.	Long Carbon Americas & Europe	16	15.5%	19.0%	10
ArcelorMittal Tubular Products Brampton	Long Carbon Americas & Europe	12	13.4%	16.0%	4
ArcelorMittal Tubular Products Iasi SA	Long Carbon Americas & Europe	12	14.9%	16.9%	32
JSC ArcelorMittal Tubular Products Aktau	Long Carbon Americas & Europe	10	17.7%	17.1%	23
ArcelorMittal Construction	Distribution Solutions	117	12.5%	14.3%	351

The impairment loss recognized in 2010 of 481 was recorded as an expense as part of cost of sales in the consolidated statements of operations. A decision was made to cease all future use of various idle assets resulting in a total impairment of 93 mainly related to certain tools linked to a pickling line and a discontinued project at ArcelorMittal Belgium S.A. (35) and certain tools linked to a galvanizing line at ArcelorMittal Poland (21). ArcelorMittal Belgium S.A. and ArcelorMittal Poland are part of Flat Carbon Europe. An amount of 103 was recognized in connection with the disposal of the Anzherskaya coal mine in Russia, which was part of the AACIS reportable segment. The remaining impairment of 285 consisted primarily of the following:

Cash-Generating Unit	Reportable Segment	Impairment Recorded	2009 Pre-Tax Discount Rate	2010 Pre-Tax Discount Rate	Carrying Value as of December 31, 2011
Ugolnaya Kompaniya “Severniy Kuzbass”	Mining	166	16.8%	13.7%	209
ArcelorMittal Construction	Distribution Solutions	70	14.3%	12.2%	351
Wire Solutions	Distribution Solutions	43	13.9%	11.9%	304

In connection with management’s annual test for impairment of goodwill as of November 30, 2011, property, plant and equipment was also tested for impairment at that date. As of December 31, 2011, management concluded that the carrying amount of property, plant and equipment did not exceed the value in use and therefore, no impairment loss was recognized on that basis.

The impairment loss recognized in 2011 of 331 relates to the management decision to cease all future use of various idle assets. This impairment loss included an amount of 151 with respect to the extended idling of the ArcelorMittal Madrid electric arc furnace. Also, an impairment loss of 85 was recorded in connection with the intended closure of the primary facilities of ArcelorMittal Liège Upstream, Belgium, which is still under discussion with local labor organizations. ArcelorMittal Liège Upstream and ArcelorMittal Madrid are part of Flat Carbon Europe and Long Carbon Americas & Europe, respectively. The carrying amount of temporarily idle property, plant and equipment, at December 31, 2011 was 809 (including 369 at Flat Carbon Europe, 291 at Flat Carbon Americas and 149 at Long Carbon Americas & Europe).

The carrying amount of capitalized leases is 795 for which 721 is related to plant, machinery and equipment, 33 to buildings, 31 to land and 10 to other various assets.

The total future minimum lease payments related to financial leases are as followed:

2012	167
2013 – 2016	303
2017 and above	336
Total	806

The present value of the future minimum lease payments is 630. The calculation is based on an average discounting rate of 11.86% considering maturities from 2 to 17 years including the renewal option when intended to be exercised.

The Company has pledged 264 and 170 of property, plant and equipment, inventories and other security interests and collaterals as of December 31, 2010 and 2011, respectively, to secure banking facilities granted to the Company.

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NOTE 11: INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

The Company had the following investments in associates and joint ventures accounted for under the equity method, at December 31, 2011:

Investee	Country of incorporation7	Ownership % at December 31, 2011	Carrying value at December 31,
			2010	2011
China Oriental1	Bermuda	47.03%	1,337	1,475
Eregli Demir Ve Celik Fab.T.AS2	Turkey	25.78%	1,596	1,378
DHS GROUP	Germany	33.43%	1,191	1,149
Hunan Valin Steel Tube and Wire Co., Ltd.3	China	29.97%	686	691
Enovos International SA 4	Luxembourg	23.48%	614	597
Gestamp	Spain	35.00%	468	506
Gonvarri Steel Industries	Spain	35.00%	385	408
Kalagadi Manganese (Propriety) Ltd	South Africa	50.00%	496	397
Macsteel International Holdings B.V.	Netherlands	50.00%	260	255
ArcelorMittal Gonvarri Brasil Produtos Siderurgicos	Brazil	50.00%	215	192
Gallatin Steel Company	United States	50.00%	122	168
Coils Lamiere Nastri (CLN) S.p.A.	Italy	35.00%	177	164
Borcelik Celik Sanayii Ticaret A.S.	Turkey	43.90%	163	157
STALPRODUKT SA	Poland	33.77%	168	153
Kiswire ArcelorMittal Ltd	Korea	50.00%	148	152
I/N Kote L.P.	United States	50.00%	155	151
Coal of Africa Limited5	Australia	15.93%	133	116
Cía. Hispano-Brasileira de Pelotizaçao	Brazil	49.11%	124	112
Macarthur Coal Ltd6	Australia	-	908	-
Other			806	820
			10,152	9,041

____________________

1On November 8, 2007, ArcelorMittal purchased approximately 820,000,000 China Oriental shares for a total consideration of 644 (HK$ 5.02 billion), or a 28.02% equity interest. On December 13, 2007, the Company entered into a shareholder’s agreement which enabled it to become the majority shareholder of China Oriental and to finally raise its equity stake in China Oriental to 73.13%. At the time of the close of its tender offer on February 4, 2008 ArcelorMittal had reached a 47% shareholding in China Oriental. Given the 45.4% shareholding held by the founding shareholders, this left a free float of 7.6% against a minimum Hong Kong Stock Exchange (“HKSE”) listing requirement of 25%. The measures to restore the minimum free float have been achieved by means of sale of 17.4% stake to ING Bank N.V. (“ING”) and Deutsche Bank Aktiengesellschaft (“Deutsche Bank”) together with put option agreements. On March 25, 2011, these agreements have been extended for additional 36 months. The Company has not derecognized the 17.4% stake as it retained the significant risk and rewards of the investment. As of December 31, 2011, the investment had a market value of 399 (562 in 2010).

2As of December 31, 2010 and 2011, the investment had a market value of 1,317 and 933, respectively. For purposes of applying the equity method of accounting, the Company’s share of Erdemir’s profit or loss for the years ended December 31, 2010 and 2011 have been obtained from Erdemir’s financial statements prepared as of September 30, 2010 and 2011, respectively.

3As of December 31, 2010 and 2011, the investment had a market value of 502 and 396, respectively. In August 2011, Hunan Valin completed the last stage of the private placement to issue 278 million new shares to Valin Group at CNY 5.57 per share. Accordingly, ArcelorMittal’s shareholding decreased from 33.02% to 29.97%.

4On January 23, 2009, the Company contributed its 76.9% stake in Saar Ferngas AG to an associated company, Soteg. Following this transaction, ArcelorMittal’s stake in Soteg increased from 20% to 26.15%. On February 16, 2009, the Company sold 2.48% of Soteg to the Luxembourg state and SNCI for proceeds of 58 and a gain of 3. In September 2009, the internal restructuring of Enovos (previously called Soteg) was completed with the cancellation of 58,000 treasury shares held by Saar Ferngas and Cegedel in Soteg. The resulting stake held by ArcelorMittal was 25.29%, after internal reorganization. On January 6, 2011, the City of Luxembourg contributed its gas and electricity networks as well as its energy sales activities to two subsidiaries of Enovos International S.A., Creos Luxembourg S.A. and Enovos Luxembourg S.A., respectively. Consequently, the stake held by the Company in Enovos International S.A. decreased from 25.29% to 23.48%.

5On November 3, 2011, Coal of Africa Limited announced that 130,000,000 new ordinary shares had been placed at a price of GBP 0.51 per share. ArcelorMittal South Africa contributed for 16 in order to maintain its shareholding and not be diluted.

F-38

6On May 21, 2008, ArcelorMittal acquired a 14.9% stake in Macarthur. On July 10, 2008, the Company increased its stake from 14.9% to 19.9%, following the acquisition of 10,607,830 shares from Talbot Group Holdings. The total acquisition price in Macarthur was 812. In the second quarter of 2009, ArcelorMittal did not subscribe to a capital increase in Macarthur and the stake decreased to 16.6%. At the end of August 2010, ArcelorMittal purchased an additional 6,332,878 shares. The Company’s stake therefore remained at 16.6%. Macarthur established a Share Purchase Plan limited to shareholders with registered address in Australia and New Zealand and a Dividend Reinvestment Plan, which provides the opportunity to shareholders to use their dividends to acquire additional shares in Macarthur without incurring brokerage or transaction fees. ArcelorMittal decided not to participate. These plans resulted in the issuance of new shares bringing the total number of shares to 302,092,343. ArcelorMittal’s shareholding decreased from 16.6% to 16.07%, corresponding to 48,552,062 shares.         
On August 18, 2011, ArcelorMittal and Peabody Energy (“Peabody”) launched a tender offer to acquire all of the outstanding shares of Macarthur in which ArcelorMittal already held a 16.07% stake.
On October 25, 2011, ArcelorMittal notified Peabody that, following its acceptance of the offer of PEAMCoal Ltd. (“PEAMCoal”), a bid company 40% owned by ArcelorMittal and 60% owned by Peabody, to acquire up to 100% of the issued securities of Macarthur in August 2011, it would be terminating the Co-Operation and Contribution Agreement between ArcelorMittal and Peabody.  The Company tendered its Macarthur shares on November 3, 2011. Under the initial proposed offer on August 1, 2011, Macarthur shareholders were to be offered a cash price of AUD$15.50 per share, implying a value for the equity in Macarthur of approximately AUD$4.7 billion. On August 30, 2011, the Macarthur board of directors agreed to a cash takeover of all outstanding shares for AUD$16.00 per share, which was raised on October 21, 2011 to AUD$16.25 per share if the 90% threshold of acceptance was reached. ArcelorMittal remained a shareholder in PEAMCoal until the termination arrangements were completed on December 21, 2011. The Company recorded an impairment loss of 107 with respect to its 16.07% stake to reduce the carrying amount to the proceeds from the tendered shares which were settled on December 21, 2011.

7The country of incorporation corresponds to the country of operation except for China Oriental, Macsteel International Holdings B.V. and Coal of Africa Limited whose country of operation is China, South Africa and South Africa, respectively.

Summarized financial information, in the aggregate, for associates, jointly controlled entities are as follows:

	December 31,
	2009	2010	2011
Condensed statements of operations
Revenue	33,274	43,688	54,754
Net income	448	1,535	1,712
Condensed statements of financial position
Total assets	44,507	53,436	55,449
Total liabilities	24,268	31,401	31,723

The Company also has interests in jointly controlled operations using proportional consolidation for which the amounts recorded in the Company’s consolidated statements are as follows:

	December 31,
	2009	2010	2011
Consolidated statements of operations
Expenses	(122)	(212)	(297)
Condensed statements of financial position
Current assets	43	56	49
Long term assets	177	185	180
Current liabilities	27	43	44
Long term liabilities	78	73	61

The Company assessed the recoverability of its investments accounted for using the equity method. In determining the value in use of its investments, the Company estimated its share in the present value of the projected future cash flows expected to be generated by operations of associates and joint ventures. Based on this analysis, the Company concluded that, except for Macarthur as explained here above, no impairment was required.

There are no contingent liabilities related to associates and joint ventures for which the Company is severally liable for all or part of the liabilities of the associates nor are there any contingent liabilities incurred jointly with other investors. See note 22 for disclosure of commitments related to associates and joint ventures.

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NOTE 12: OTHER INVESTMENTS

The Company holds the following other investments:

	December 31,
	2010	2011
Available-for-sale securities (at fair value)	11	16
Investments accounted for at cost	256	210
Total	267	226

The change in fair value of available-for-sale securities for the period was recorded directly in equity as an unrealized gain or loss, net of income tax and non-controlling interests, of 48, 1 and (14) for the years ended December 31, 2009, 2010, and 2011, respectively.

On January 25, 2011, ArcelorMittal received 24 of Aperam shares as a result of the treasury shares held by the company at the spin-off date of the stainless steel business.

On November 4, 2011 the Company completed the sale of its 12% stake in Boasteel-NSC/Arcelor Automative Steel Sheets Co., Ltd. to Nippon Steel for 129.

NOTE 13: OTHER ASSETS

Other assets consisted of the following:

		December 31,
		2010	2011
	Long-term value-added-tax receivables	455	497
	Collateral related to the put agreement on China Oriental 1	-	380
	Cash guarantees and deposits	283	254
	Assets in pension funds	317	326
	Call options on ArcelorMittal shares and mandatory convertible bond 2	841	291
	Revaluation of derivative financial instruments	74	79
	Income tax receivable	13	224
	Financial amounts receivable	148	194
	Others	359	378
	Total	2,490	2,623
1	On April 30, 2008, in order to restore the public float of China Oriental on the HKSE, the Company entered into a sale and purchase agreement with ING and Deutsche Bank for the sale of 509,780,740 shares representing approximately 17.40% of the issued share capital of China Oriental. The transaction also includes put option agreements entered into with both banks. The consideration for the disposal of the shares was paid to Deutsche Bank and ING as collateral to secure the obligations of the Company under the put agreements. The Company reclassified this collateral to current assets in 2010. On March 25, 2011, the agreement has been extended with a new maturity on April 30, 2014 and the Company reclassified this collateral to non current assets.
2	On December 14, 2010, ArcelorMittal acquired euro-denominated call options on 61,728,395 of its own shares with a strike price of €20.25 ($27.21) per share. The Company also holds a call option on the mandatory convertible bonds (see note 16).

NOTE 14: BALANCES AND TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties, including associates and joint ventures of the Company, were as follows:

Sales and trades receivables

			Year ended December 31,			December 31,
			2009	2010	2011	2010	2011
	Transactions	Category	Sales			Trade accounts receivable
	Gonvarri Group	Associate	706	1,081	1,622	103	120
	Macsteel Group	Associate	590	931	845	32	22
	CLN Group	Associate	267	444	476	42	32
	I/N Kote L.P.	Associate	319	398	421	63	13
	Bamesa Group	Associate	81	351	408	69	54
	Borcelik Celik Sanayii Ticaret A.S.	Associate	221	383	345	44	32
	DHS Group	Associate	160	265	264	115	13
	Gestamp Group	Associate	117	186	261	11	23
	WDI Group	Associate	79	131	216	3	9
	Aperam	Other	-	-	177	-	29
	Polski Koks 1	Other	194	304	107	62	-
	Stalprofil S.A.	Associate	55	77	92	-	9
	Uttam Galva Steels Limited	Associate	-	-	91	18	25
	Steel Mart India Private Limited	Other	7	67	83	-	9
	ArcelorMittal BE Group SSC AB	Associate	35	57	73	3	6
	Noble B.V.	Other	91	-	-	-	-
	Others		247	198	394	51	61
	Transactions with related parties attributable to continuing operations		3,169	4,873	5,875	616	457
	Transactions with related parties attributable to discontinued operations		1	-	-	-	-
1	The shareholding in Polski Koks was sold in June 2011.

F-40

Transactions with related parties also include non current amounts receivable and other current assets for 142 and 67, respectively.

Purchase and trade payables

			Year ended December 31,			December 31,
			2009	2010	2011	2010	2011
	Transactions	Category	Purchases			Trade accounts payable
	Empire Iron Mining Partnership	Associate	443	253	444	-	-
	Borcelik Celik Sanayii Ticaret A.S.	Associate	203	300	379	63	42
	Atic Services 1	Other	79	186	215	66	-
	Cia Hispano Brasileira de Pelotizaçao SA	Associate	-	109	194	67	22
	Aperam	Other	-	-	179	-	20
	Gonvarri Group	Associate	97	143	167	13	11
	I/N Tek L.P.	Associate	84	150	154	4	4
	Macarthur Coal Ltd 2	Other	33	186	149	71	-
	Polski Koks S.A. 3	Other	227	434	143	89	-
	Exeltium	Joint Venture	-	53	104	14	-
	Consorcio Minero Benito Juarez Pena Colorada, S.A. de C.V.	Associate	63	82	101	-	22
	DHS Group	Associate	161	57	77	7	7
	Enovos International SA	Associate	52	54	75	12	19
	CFL Cargo S.A.	Associate	20	41	62	14	9
	Kiswire ArcelorMittal Ltd	Associate	22	30	60	10	15
	Uttam Galva Steels Limited	Associate	-	14	58	-	2
	Baycoat L.P.	Associate	86	99	53	12	3
	Noble B.V.	Other	144	-	-	-	-
	Other		228	257	283	23	81
	Transactions with related parties attributable to continuing operations		1,942	2,448	2,897	465	257
	Transactions with related parties attributable to discontinued operations		3	3	-	-	-
1	Atic Services was acquired on December 5, 2011.
2	The shareholding in Macarthur Coal Ltd was sold in December 2011.
3	The shareholding in Polski Koks was sold in June 2011.

Transactions with related parties also include other current liabilities for 181 of which 133 relates to amounts payable under cash pooling arrangements with Aperam.

On March 28, 2011 a bridge loan of 900 granted by the Company to Aperam was fully repaid with the proceeds of a borrowing base facility agreement dated March 15, 2011 and an offering of notes by Aperam.

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated in consolidation and are not disclosed in this note. Refer to note 26 for disclosure of transactions with key management personnel.

Transactions with related parties are mainly related to sales and purchases of raw materials and steel products.

For discussion of transactions with Ispat International Investments S.L., refer to note 17.

F-41

The above mentioned transactions between ArcelorMittal and the respective entities were conducted on an arms’ length basis.

NOTE 15: SHORT-TERM AND LONG-TERM DEBT

Short-term debt, including the current portion of long-term debt, consisted of the following:

	December 31,
	2010	2011
Short-term bank loans and other credit facilities including commercial paper	2,908	1,531
Current portion of long-term debt	3,710	1,130
Lease obligations	98	123
Total	6,716	2,784

Commercial paper

The Company has a commercial paper program enabling borrowings of up to €2,000 (2,588). As of December 31, 2011, the outstanding amount was 634.

Long-term debt is comprised of the following as of December 31:

		Year of maturity	Type of Interest	Interest rate1	2010	2011
	Corporate
	€12 billion Term Loan Facility	2011	Floating		3,206	-
	€5 billion Revolving Credit Facility	2011	Floating		-	-
	300 Bilateral Credit Facility	2013	Floating		-	-
	4.0 billion Revolving Credit Facility	2015	Floating		-	-
	6.0 billion Revolving Credit Facility	2016	Floating	2.00%-2.10%	-	1,747
	€1.5 billion Unsecured Bonds	2013	Fixed	8.25%	1,993	1,934
	1.5 billion Unsecured Notes	2013	Fixed	5.38%	1,500	1,500
	€1.25 billion Convertible Bonds	2014	Fixed	7.25%	1,343	1,376
	800 Convertible Senior Notes	2014	Fixed	5.00%	651	689
	€0.1 billion Unsecured Bonds	2014	Fixed	5.50%	134	129
	€0.5 billion Unsecured Bonds	2014	Fixed	4.63%	668	647
	750 Unsecured Notes	2015	Fixed	9.00%	742	743
	1.0 billion Unsecured Bonds	2015	Fixed	3.75%	989	991
	500 Unsecured Notes	2016	Fixed	3.75%	-	497
	€1.0 billion Unsecured Bonds	2016	Fixed	9.38%	1,324	1,283
	€1.0 billion Unsecured Bonds	2017	Fixed	4.63%	1,322	1,282
	1.5 billion Unsecured Notes	2018	Fixed	6.13%	1,500	1,500
	1.5 billion Unsecured Notes	2019	Fixed	9.85%	1,460	1,463
	1.0 billion Unsecured Bonds	2020	Fixed	5.25%	981	982
	1.5 billion Unsecured Notes	2021	Fixed	5.50%	-	1,484
	1.5 billion Unsecured Bonds	2039	Fixed	7.00%	1,463	1,464
	1.0 billion Unsecured Notes	2041	Fixed	6.75%	-	983
	Other loans	2011-2016	Fixed	3.80%-6.40%	605	668
	EBRD loans	2012-2015	Floating	1.10%-1.38%	178	118
	EIB loan	2016	Floating	2.49%	-	323
	ICO loan	2017	Floating	4.06%	-	91
	Other loans	2011-2035	Floating	0.58%-4.50%	1,196	954
	Total Corporate				21,255	22,848
	Americas
	800 Senior Secured Notes	2014	Fixed	9.75%	-	-
	600 Senior Unsecured Notes	2014	Fixed	6.50%	500	500
	Other loans	2011-2020	Fixed/Floating	0.70% - 20.90%	843	759
	Total Americas				1,343	1,259
	Europe, Asia & Africa
	Other loans	2011-2018	Fixed/Floating	2.10%-16.00%	118	151
	Total Europe, Asia & Africa				118	151
	Total				22,716	24,258
	Less current portion of long-term debt				(3,710)	(1,130)
	Total long-term debt (excluding lease obligations)				19,006	23,128
	Long-term lease obligations2				286	506
	Total long-term debt, net of current portion				19,292	23,634
1	Rates applicable to balances outstanding at December 31, 2011.
2	Net of current portion of 98 and 123 in 2010 and 2011, respectively.

F-42

Corporate

€17 billion Credit Facilities

On November 30, 2006, the Company entered into a €17 billion Credit Agreement, comprised of a €12 billion Term Loan Facility and a €5 billion Revolving Credit Facility, with a group of lenders to refinance certain of the Company’s existing credit facilities. The original maturity of the €5 billion Revolving Credit Facility was November 30, 2012. On March 31, 2011, the €12 billion Term Loan Facility was repaid and the €5 billion Revolving Credit Facility was cancelled.

300 Bilateral Credit Facility

On June 30, 2010, ArcelorMittal entered into a bilateral three-year revolving credit facility of 300. On July 12, 2010, ArcelorMittal entered into an additional bilateral three-year revolving credit facility of 300, which was retroactively effective as of June 30, 2010. Each of these facilities was to be used for general corporate purposes and was originally scheduled to mature in 2013. As of December 31, 2011, one facility was cancelled and the other facility was fully available.

$4 billion Revolving Credit Facility

On May 6, 2010, ArcelorMittal entered into a $4 billion three-year Revolving Credit Facility for general corporate purposes which replaced the Company’s previous $4 billion Revolving Credit Facility dated May 13, 2008, and the related $3.25 billion Forward-start Facility dated February 13, 2009. These facilities were cancelled during the first half of 2010. Following this cancellation, none of the Forward-start Facilities entered into by the Company during the first half of 2009 remained in effect. On September 30, 2011, the original maturity of the $4 billion Revolving Credit Facility was extended from May 6, 2013 to May 6, 2015. As of December 31, 2011, the facility remains fully available.

$6 billion Revolving Credit Facility

On March 18, 2011, ArcelorMittal entered into a $6 billion Revolving Credit Facility, which may be utilized for general corporate purposes and which matures on March 18, 2016. This $6 billion Revolving Credit Facility replaced the Company’s €17 billion Credit Facilities after their full repayment and cancellation on March 31, 2011. As of December 31, 2011, $1.7 billion was outstanding under the $6 billion Revolving Credit Facility

Convertible Bonds

On April 1, 2009, the Company issued €1.25 billion (1,662) of unsecured and unsubordinated Convertible Bonds due April 1, 2014 (the “€1.25 billion Convertible Bonds”). These bonds bear interest at 7.25% per annum payable semi-annually on April 1 and October 1 of each year commencing on October 1, 2009.

On May 6, 2009, ArcelorMittal issued 800 of unsecured and unsubordinated Convertible Senior Notes (the “800 Convertible Senior Notes”) due May 15, 2014. These notes bear interest at 5.00% per annum payable semi-annually on May 15 and November 15 of each year commencing on November 15, 2009. The €1.25 billion Convertible Bonds and the 800 Convertible Senior Notes are collectively referred to herein as the Convertible Bonds.

The €1.25 billion Convertible Bonds may be converted by the bondholders from May 11, 2009 until the end of the seventh business day preceding maturity. The 800 Convertible Senior Notes may be converted by the noteholders from May 6, 2009 until the end of the seventh business day preceding maturity.

At inception, the Company had the option to settle the Convertible Bonds for common shares or the cash value of the common shares at the date of settlement as defined in the Convertible Bonds’ documentation. The Company determined that the agreements related to the Convertible Bonds were hybrid instruments as the conversion option gave the holders the right to put the Convertible Bonds back to the Company in exchange for common shares or the cash equivalent of the common shares of the Company based upon the Company’s share price at the date of settlement. In addition, the Company identified certain components of the agreements to be embedded derivatives. On October 28, 2009, the Company announced that it had decided to irrevocably

F-43

waive the option to settle the 800 convertible senior notes in cash for the cash value of the common shares at the date of settlement.

At the inception of the Convertible Bonds, the Company determined the fair value of the embedded derivatives using the binomial option valuation methodology and recorded the amounts as financial liabilities in other long-term obligations of 408 and 189 for the €1.25 billion Convertible Bonds and the 800 Convertible Senior Notes, respectively. As a result of the waiver of the option to settle the 800 Convertible Senior Notes in cash for the cash value of the common shares at the date of settlement, the Company determined that the conversion option was an equity instrument. As a consequence, its fair value of 279 (198 net of tax) at the date of the waiver was transferred to equity.

As of December 31, 2010 and 2011, the fair value of the embedded derivative for the €1.25 billion Convertible Bonds was 841 and 180, respectively. The change in fair value of 296 and 698 (661 including foreign exchange effect) related to the Convertible Bonds was a non-cash activity and was recognized in the consolidated statements of operations for the years ended December 31, 2010 and 2011 as financing costs, respectively. Assumptions used in the fair value determination as of December 31, 2010 and 2011 were as follows:

	€1.25 billion Convertible Bonds
	December 31,
	2010	2011
Spot value of shares	€ 28.38	€ 14.13
Quote of convertible bonds	€ 32.56	€ 23.36
Credit spread (basis points)	188	476
Dividend per quarter	€ 0.14	€ 0.14

In transactions conducted on December 14, 2010 and December 18, 2010, respectively ArcelorMittal acquired euro-denominated call options on 61,728,395 of its own shares and US dollar-denominated call options on 26,533,997 of its own shares, with strike prices of €20.25 and $30.15 per share, respectively, allowing it to hedge its obligations arising out of the potential conversion of the Convertible Bonds (see notes 16 and 17). Assumptions used in fair value of the euro denominated call option were similar to the ones used above for the embedded derivative.

On December 28, 2010, the Company sent a notice to the holders of the Convertible Bonds that no opinion of an independent investment bank relating to the impact of the spin-off of Aperam on the interests of the Bondholders would be forthcoming. As a result of this announcement, the total amount of U.S. 3 thousand dollars plus accrued interests has been repurchased.

Mandatory convertible bonds

On December 28, 2009, the Company issued through a wholly-owned subsidiary an unsecured and unsubordinated 750 mandatory convertible bonds into preferred shares of such subsidiary. The bonds were placed privately with a Luxembourg affiliate of Crédit Agricole (formerly Calyon S.A.) and were not listed. The Company originally had the option to call the mandatory convertible bonds from May 3, 2010 until ten business days before the maturity date. This call option is recognized at fair value and the Company recognized in 2011 a gain of 42 (69 in 2010) for the change in fair value in the consolidated statements of operations. The subsidiary invested the proceeds of the bonds issuance and an equity contribution by the Company in notes issued by subsidiaries of the Company linked to shares of Erdemir and Macarthur, both of which were publicly-listed companies in which such subsidiaries hold a minority stake. The subsidiary may also, in agreement with Crédit Agricole, invest in other financial instruments. These bonds bear a floating interest rate based on three months Libor plus a margin payable on each February 25, May 25, August 25 and November 25. The Company determined the bonds met the definition of a compound financial instrument in accordance with IFRS. As such, the Company determined the fair value of the financial liability component of the bonds was 55 on the date of issuance.

On April 20, 2011, the conversion date of the mandatory convertible bonds was extended to January 31, 2013. The Company determined that this transaction led to the extinguishment of the existing compound instrument and the recognition of a new compound instrument including a financial liability of 60.

On September 27, 2011, the Company increased the mandatory convertible bonds from 750 to 1,000. The Company determined that this increase led to the extinguishment of the existing compound instrument and the recognition of a new compound instrument.

As of December 31, 2011, 52 is included in long-term debt and carried at amortized cost. As of December 31, 2010, 15 was included in the current portion of long-term debt. The financial liability component is included in other loans with floating rates in the above table. The value of the equity component of 934 (684 net of tax and fees at December 31, 2010 ) was determined based upon the difference of the total nominal amount of mandatory convertible bonds of 1,000 and the fair value of the financial liability component on September 27, 2011 and is included in equity as non-controlling interests.

As a result of the final settlement of the proceeds from the sale of the shares in Macarthur on December 21, 2011, the notes issued by a subsidiary of ArcelorMittal and linked to the Macarthur shares were subject to an early redemption for 1,208. Prior to December 31, 2011 the Company committed to Crédit Agricole to link new notes to China Oriental shares. The proceeds from the redemption of the notes were invested in a term deposit with Crédit Agricole until January 17, 2012.  On that date, notes linked to China Oriental Group Company Ltd were issued by a subsidiary of ArcelorMittal.

F-44

Bonds

On July 15, 2004, ArcelorMittal Finance issued €100 million principal amount of unsecured and unsubordinated fixed rated Bonds bearing interest at 5.50% per annum (issued at 101.97%) due July 15, 2014.

On November 7, 2004, ArcelorMittal Finance issued €500 million principal amount of unsecured and unsubordinated fixed rated Bonds bearing interest at 4.625% per annum (issued at 99.195%) due November 7, 2014.

On May 27, 2008, the Company issued 3,000 principal amount of unsecured and unsubordinated fixed rated Notes in two tranches. The first tranche of 1,500 bears interest at 5.375% (issued at 99.722%) due June 2013 and the second tranche of 1,500 bears interest at 6.125% (issued at 99.571%) due June 2018.

On May 20, 2009, the Company issued unsecured and unsubordinated Notes in two tranches for an aggregate principal amount of 2,250 consisting of 750 (issued at 98.931%) bearing interest at 9% per annum maturing February 15, 2015 and 1,500 (issued at 97.522%) bearing interest at 9.85% per annum maturing June 1, 2019.

On June 3, 2009, the Company issued unsecured and unsubordinated Bonds in two tranches for an aggregate principal amount of €2.5 billion (3,560) consisting of €1.5 billion (issued at 99.589%) bearing interest at 8.25% per annum maturing June 3, 2013 and €1 billion (issued at 99.381%) bearing interest at 9.375% per annum maturing June 3, 2016.

On October 1, 2009, the Company issued unsecured and unsubordinated Bonds for an aggregate principal amount of 1,000 (issued at 95.202%) bearing interest at 7% per annum maturing October 15, 2039.

On August 5, 2010, the Company issued unsecured and unsubordinated Bonds in three tranches for an aggregate principal amount of 2,500 consisting of 1,000 (issued at 99.123%) bearing interest at 3.75% per annum maturing August 5, 2015 and 1,000 (issued 98.459%) bearing interest at 5.25% per annum maturing August 5, 2020 and 500 (issued 104.843%) bearing interest at 7.00% per annum maturing October 15, 2039.

On November 18, 2010, the Company issued 4.625% Bonds due 2017 for €1 billion (1,362), issued under its €3 billion Euro Medium Term Notes Programme.

On March 7, 2011, ArcelorMittal completed an offering of three series of U.S. dollar denominated Notes for an aggregate principal amount of 3,000, consisting of 500 (issued at 99.573%) bearing interest at 3.75% per annum maturing March 1, 2016, 1,500 (issued at 99.357%) bearing interest at 5.50% per annum maturing March 1, 2021 and 1,000 (issued at 99.176%) bearing interest at 6.75% per annum maturing March 1, 2041. The proceeds were used to prepay the last two term loan installments under the €17 billion Credit Facilities.

Bonds and notes denominated in Euro (excluding convertible Bonds) amounted to €4.1 billion as of December 31, 2011. Bonds and notes denominated in U.S. dollars (excluding convertible Bonds) amounted to 12,125 as of December 31, 2011.

European Bank for Reconstruction and Development (“EBRD”) Loans

The Company entered into five separate agreements with the EBRD for on-lending to the following subsidiaries on the following dates: ArcelorMittal Galati on November 18, 2002, ArcelorMittal Kryviy Rih on April 4, 2006, ArcelorMittal Temirtau on June 15, 2007, ArcelorMittal Skopje and ArcelorMittal Zenica on November 10, 2005. The last installment under these agreements is due in January 2015. The total outstanding amount as of December 31, 2010 and 2011 was 178 and 118, respectively. The agreement related to ArcelorMittal Galati was fully repaid on November 23, 2009.

European Investment Bank (“EIB”) Loan

The Company entered into an agreement with the EIB for the financing of activities for research, engineering and technological innovation related to process improvements and new steel product developments on July 15, 2010. The full amount of €250 million was drawn on September 27, 2011. The final repayment date under this agreement is September 27, 2016. The outstanding amount in total as of December 31, 2011 was 323 (€250 million).

Instituto de Crédito Oficial (“ICO”) Loan

The Company entered into an agreement with the ICO on April 9, 2010 for the financing of the Company investment plan in Spain for the period 2008-2011. The last installment under this agreement is due on April 7, 2017. The outstanding amount in total as of December 31, 2011 was 91 (€70 million).

Other loans

On July 24, 2007, ArcelorMittal Finance, together with a subsidiary, signed a five year €500 million term loan due 2012.

F-45

Americas

Senior Secured Notes

On March 25, 2004, Ispat Inland ULC issued Senior Secured Notes with an aggregate principal amount of 800 of which 150 were floating rate Notes bearing interest at LIBOR plus 6.75% due April 1, 2010 and 650 were fixed rate Notes bearing interest at 9.75% (issued at 99.212% to yield 9.875%) due April 1, 2014 (the “Senior Secured Notes”). On December 28, 2007, ArcelorMittal Financial Services LLC, a newly formed limited liability company organized under the laws of Delaware, became the Issuer of the Senior Secured Notes, and was substituted for Ispat Inland ULC (the initial issuer of the Senior Secured Notes) for all purposes under the Indenture and Pledge Agreement. On June 13, 2008, ArcelorMittal USA Partnership, a general partnership under the laws of Delaware, became the Issuer of the Senior Secured Notes and was substituted for ArcelorMittal Financial Services LLC for all purposes under the Indenture and Pledge Agreement. The outstanding balance of the Senior Secured Notes as of December 31, 2009 of 423 (420 net of unamortized discount), was early redeemed on April 1, 2010.

Senior Unsecured Notes

On April 14, 2004, ArcelorMittal USA issued 600 of senior, unsecured debt securities due in 2014. The debt securities bear interest at a rate of 6.5% per annum. On July 22, 2005, ArcelorMittal USA repurchased 100 of Unsecured Notes leaving an outstanding balance of 500. These Notes are fully and unconditionally guaranteed on a joint and several basis by certain 100% owned subsidiaries of ArcelorMittal USA and, as of March 9, 2007, by ArcelorMittal.

Other loans

The other loans relate mainly to loans contracted by ArcelorMittal Brasil with different counterparties.

In 2008, the acquisition of Industrias Unicon included the assumption of a 232 principal amount of loan maturing between 2009 and 2012 of which approximately 17% bear fixed rates of interest and 83% bear floating rates of interest.

Other

Certain debt agreements of the Company or its subsidiaries contain certain restrictive covenants. Among other things, these covenants limit encumbrances on the assets of ArcelorMittal and its subsidiaries, the ability of ArcelorMittal’s subsidiaries to incur debt and ArcelorMittal’s ability to dispose of assets in certain circumstances. Certain of these agreements also require compliance with a financial covenant.

The Company’s principal credit facilities (4.0 billion Revolving Credit Facility, 6.0 billion Revolving Credit Facility, 300 Bilateral Credit Facility) include the following financial covenant: the Company must ensure that the ratio of “Consolidated Total Net Borrowings” (consolidated total borrowings less consolidated cash and cash equivalents) to “Consolidated EBITDA” (the consolidated net pre-taxation profits of the Company for a Measurement Period, subject to certain adjustments as defined in the facilities) does not, at the end of each “Measurement Period” (each period of 12 months ending on the last day of a financial half-year or a financial year of the Company), exceed a certain ratio. In 2009, the Company signed agreements with its lenders to amend this ratio (where applicable), referred to as its “Leverage Ratio”, from 3.5 to one as originally provided, to 4.5 to one as of December 31, 2009, to 4.0 to one as of June 30, 2010, and reverting to 3.5 to one as of December 31, 2010. The Company also agreed to the imposition of certain additional temporary restrictive covenants on its activities if the Leverage Ratio exceeds 3.5 to one for any Measurement Period. These included restrictions on dividends and share reductions, acquisitions, capital expenditure and the giving of loans and guarantees, which have since been eliminated.

Limitations arising from the restrictive and financial covenants described above could limit the Company’s ability to distribute dividends, make capital expenditures or engage in strategic acquisitions or investments. Failure to comply with any covenant would enable the lenders to accelerate the Company’s repayment obligations. Moreover, the Company’s debt facilities have provisions whereby certain events relating to other borrowers within the Company’s subsidiaries could, under certain circumstances, lead to acceleration of debt repayment under such credit facilities. Any invocation of these cross-acceleration clauses could cause some or all of the other debt to accelerate. Pursuant to amended agreements entered into on March 18, 2011, the above-referenced principal credit facilities no longer contain covenants involving restrictions on dividends, capital expenditure or acquisitions.

The financial covenant in the principal credit facilities would permanently fall away were the Company to meet certain defined rating criteria.

The Company was in compliance with the financial covenants contained in the agreements related to all of its borrowings as of December 31, 2011.

As of December 31, 2011 the scheduled maturities of long-term debt and long-term lease obligations, including their current portion are as follows:

2012	1,253
2013	4,012
2014	3,680
2015	2,046
2016	4,199
Subsequent years	9,697
Total	24,887

F-46

The following table presents the structure of the Company’s net debt in original currencies:

		Presented in USD by original currency as at December 31, 2011
	Total USD	EUR	USD	BRL	PLN	CAD	Other (in USD)
Short-term debt including the current portion of long-term debt	2,784	1,817	508	76	-	20	363
Long-term debt	23,634	9,334	13,702	457	1	8	132
Cash including restricted cash	(3,905)	(1,400)	(1,610)	(220)	(40)	(80)	(555)
Net debt	22,513	9,751	12,600	313	(39)	(52)	(60)

As a part of the Company’s overall risk and cash management strategies, several loan agreements have been swapped from their original currencies to other foreign currencies.

The carrying value of short-term bank loans and commercial paper approximate their fair value. The carrying amount and fair value of the Company’s long-term debt (including current portion) and lease obligations (including current portion) is:

	December 31, 2010		December 31, 2011
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Instruments payable bearing interest at fixed rates	17,714	21,337	20,731	21,675
Instruments payable bearing interest at variable rates	5,386	5,378	4,156	3,743

NOTE 16: FINANCIAL INSTRUMENTS AND CREDIT RISK

The Company enters into derivative financial instruments to manage its exposure to fluctuations in interest rates, exchange rates and the price of raw materials, energy and emission rights allowances arising from operating, financing and investment activities.

Fair values versus carrying amounts

The estimated fair values of certain financial instruments have been determined using available market information or other valuation methodologies that require judgment in interpreting market data and developing estimates.

Other current assets of  523 and 242 and non-current assets of  915 and 369 correspond to derivative instruments as of December 31, 2010 and 2011, respectively, which are classified as “Financial assets at fair value through profit or loss”. Other investments are classified as “Available-for-sale” with gains or losses arising from changes in fair value recognized in equity. Other assets including call options are classified as “Financial assets at fair value through profit or loss”.

Except for derivative financial instruments, amounting to 447 and 308 as of December 31, 2010 and 2011, respectively, and for the fair value of the conversion option of the euro convertible bonds which are classified as “Financial liabilities at fair value through profit or loss”, financial liabilities are classified as “Financial liabilities measured at amortized cost”.

The Company’s short and long-term debt consists of debt instruments which bear interest at fixed rates and variable rates tied to market indicators. The fair value of fixed rate debt is based on estimated future cash flows, which are discounted using current market rates for debt with similar remaining maturities and credit spreads.

The following tables summarize the bases used to measure certain assets and liabilities at their fair value. Assets and liabilities carried at fair value have been classified into three levels based upon a fair value hierarchy that reflects the significance of the inputs used in making the measurements.

The levels are as follows:

Level 1:  Quoted prices in active markets for identical assets or liabilities;

Level 2:  Significant inputs other than within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3: Inputs for the assets or liabilities that are not based on observable market data and require management assumptions or inputs from unobservable markets.

As of December 31, 2010
	Level 1	Level 2	Level 3	Total
Assets at fair value:
Available-for-sale financial assets	11	-	-	11
Derivative financial current assets	-	454	69	523
Derivative financial non current assets	-	74	841	915
Total assets at fair value	11	528	910	1,449
Liabilities at fair value
Derivative financial liabilities	-	447	841	1,288
Total liabilities at fair value	-	447	841	1,288
As of December 31, 2011
	Level 1	Level 2	Level 3	Total
Assets at fair value:
Available-for-sale financial assets	16	-	-	16
Derivative financial current assets	-	242	-	242
Derivative financial non current assets	-	79	291	370
Total assets at fair value	16	321	291	628
Liabilities at fair value
Derivative financial liabilities	-	308	180	488
Total liabilities at fair value	-	308	180	488

F-47

Available for sale financial assets classified as Level 1 refer to listed securities quoted in active markets. The total fair value is either the price of the most recent trade at the time of the market close or the official close price as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

Derivative financial assets and liabilities classified as Level 2 refer to instruments to hedge fluctuations in interest rates, foreign exchange rates, raw materials (base metal), freight, energy and emission rights. The total fair value is based on the price a dealer would pay or receive for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and the fair value is calculated using standard industry models based on significant observable market inputs such as foreign exchange rates, commodity prices, swap rates and interest rates.

Derivative financial liability classified as Level 3 refer to the conversion option in the €1.25 billion convertible bonds. Derivative financial assets classified as Level 3 refer to the euro-denominated call option on treasury shares and the call option on the 1,000 mandatory convertible bonds (see note 15). The fair value is derived through the use of a binominal model.

The following table summarizes the reconciliation of the fair value of the conversion option classified as Level 3 with respect to the €1.25 billion convertible bonds, the euro-denominated call option on treasury shares and the call option on the 1,000 mandatory convertible bonds for the year ended December 31, 2010 and 2011, respectively:

		€1.25 billion convertible bond	Euro-denominated call option on Treasury shares	Call option on 1,000 mandatory convertible bonds 1	Total
	Balance as of December 31, 2009	(1,249)	-	-	(1,249)
	Addition (disposal)	-	782	-	782
	Change in fair value	296	63	69	428
	Foreign exchange	112	(4)	-	108
	Balance as of December 31, 2010	(841)	841	69	69
	Change in fair value	698	(698)	42	42
	Foreign exchange	(37)	37	-	-
	Balance as of December 31, 2011	(180)	180	111	111
1	Please refer to note 15 for details on the mandatory convertible bonds

On December 28, 2009, the Company issued through a wholly-owned subsidiary an unsecured and unsubordinated 750 bond mandatory convertible into preferred shares of such subsidiary. The bond was placed privately with a Luxembourg affiliate of Crédit Agricole (formerly Calyon S.A.) and is not listed. The Company originally had the option to call the mandatory convertible bond from May 3, 2010 until ten business days before the maturity date. On April 20, 2011, the conversion date of the Mandatory Convertible Bond was extended to January 31, 2013. On September 27, 2011, the Company increased the mandatory

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convertible bond and the call option on the mandatory convertible bond from 750 to 1,000. The fair value of these call options was 111 as of December 31, 2011 and the change in fair value recorded in the statements of operations was 42 (including effect of the increase of the mandatory convertible bonds by 250). These call options are classified into Level 3. The fair value of the call options was determined through a binomial model based on the estimated values of the underlying equity spot price of 166 and volatility of 5.32%.

On December 14, 2010, ArcelorMittal acquired euro-denominated call options on 61,728,395 of its own shares with a strike price of €20.25 per share and a total amount of €700 (928) including transaction costs. The 61.7 million of call options acquired allow ArcelorMittal to hedge its obligations arising primarily out of the potential conversion of the 7.25% bonds convertible into and/or exchangeable for new or existing ArcelorMittal shares due April 1, 2014. These call options were accounted for as derivative financial instruments carried at fair value with changes recognized in the consolidated statements of operations as financing costs as they can be settled either through physical delivery of the treasury shares or through cash. The fair value of these call options was 180 as of December 31, 2011 and the change in fair value recorded in the statements of operations was (698). These call options are classified into Level 3.

Portfolio of Derivatives

The Company manages the counter-party risk associated with its instruments by centralizing its commitments and by applying procedures which specify, for each type of transaction and underlying, risk limits and/or the characteristics of the counter-party. The Company does not generally grant to or require from its counter-parties guarantees over the risks incurred. Allowing for exceptions, the Company’s counter-parties are part of its financial partners and the related market transactions are governed by framework agreements (mainly of the International Swaps and Derivatives Association agreements which allow netting in case of counter-party default).

The portfolio associated with derivative financial instruments as of December 31, 2010 is as follows:

		Assets			Liabilities
		Notional Amount	Fair Value	Average Rate*	Notional Amount	Fair Value	Average Rate*
	Interest rate swaps - fixed rate borrowings/loans	167	12	4.05%	301	(6)	3.19%
	Other interest rate instrument	300	1		-	-
	Total interest rate instruments		13			(6)
	Foreign exchange rate instruments
	Forward purchase of contracts	4,796	185		5,280	(149)
	Forward sale of contracts	3,978	109		4,896	(171)
	Exchange option purchases	3,024	68		740	(13)
	Exchange options sales	-	-		610	(11)
	Total foreign exchange rate instruments		362			(344)
	Raw materials (base metal), freight, energy, emission rights
	Term contracts sales	254	49		247	(23)
	Term contracts purchases	751	103		257	(73)
	Options sales/purchases	20	1		14	(1)
	Total raw materials (base metal), freight, energy, emission rights		153			(97)
	Total		528			(447)
*	The average rate is determined for fixed rate instruments on the basis of the U.S. dollar and foreign currency rates and for the variable rate instruments generally on the basis of Euribor or Libor.

The portfolio associated with derivative financial instruments as of December 31, 2011 is as follows:

		Assets			Liabilities
		Notional Amount	Fair Value	Average Rate*	Notional Amount	Fair Value	Average Rate*
	Interest rate swaps - fixed rate borrowings/loans	551	11	4.55%	318	(2)	3.07%
	Other interest rate instrument	-	-		788	(4)
	Total interest rate instruments		11			(6)
	Foreign exchange rate instruments
	Forward purchase of contracts	6,159	182		7,491	(6)
	Forward sale of contracts	1,074	2		5,135	(60)
	Currency Swaps purchases	-	-		1,240	(83)
	Exchange option purchases	104	1		5,153	(64)
	Exchange options sales	5,153	68		104	(2)
	Total foreign exchange rate instruments		253			(215)
	Raw materials (base metal), freight, energy, emission rights
	Term contracts sales	277	53		111	(5)
	Term contracts purchases	168	4		530	(82)
	Total raw materials (base metal), freight, energy, emission rights		57			(87)
	Total		321			(308)
*	The average rate is determined for fixed rate instruments on the basis of the U.S. dollar and foreign currency rates and for the variable rate instruments generally on the basis of Euribor or Libor.

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Interest rate risk

The Company utilizes certain instruments to manage interest rate risks. Interest rate instruments allow the Company to borrow long-term at fixed or variable rates, and to swap the rate of this debt either at inception or during the lifetime of the loan. The Company and its counter-party exchange, at predefined intervals, the difference between the agreed fixed rate and the variable rate, calculated on the basis of the notional amount of the swap. Similarly, swaps may be used for the exchange of variable rates against other variable rates.

Interest rate derivatives used by the Company to manage changes in the value of fixed rate loans qualify as fair value hedges.

Exchange rate risk

The Company is exposed to changes in values arising from foreign exchange rate fluctuations generated by its operating activities. Because of a substantial portion of ArcelorMittal’s assets, liabilities, sales and earnings are denominated in currencies other than the U.S. dollar (its reporting currency), ArcelorMittal has an exposure to fluctuations in the values of these currencies relative to the U.S. dollar. These currency fluctuations, especially the fluctuation of the value of the U.S. dollar relative to the euro, the Canadian dollar, Brazilian real and South African rand, as well as fluctuations in the other countries’ currencies in which ArcelorMittal has significant operations and/or sales, could have a material impact on its results of operations.

ArcelorMittal faces transaction risk, where its businesses generate sales in one currency but incur costs relating to that revenue in a different currency. For example, ArcelorMittal’s non-U.S. subsidiaries may purchase raw materials, including iron ore and coking coal, in U.S. dollars, but may sell finished steel products in other currencies. Consequently, an appreciation of the U.S. dollar will increase the cost of raw materials; thereby impacting negatively on the Company’s operating margins.

Following its Treasury and Financial Risk Management Policy, the Company hedges a portion of its net exposure to exchange rates through forwards, options and swaps.

ArcelorMittal faces translation risk, which arises when ArcelorMittal translates the statements of operations of its subsidiaries, its corporate net debt (see note 15) and other items denominated in currencies other than the U.S. dollars, for inclusion in the consolidated financial statements.

The Company also uses the derivative instruments, described above, at the corporate level to hedge debt recorded in foreign currency other than the functional currency or the balance sheet risk incurred on certain monetary assets denominated in a foreign currency other than the functional currency.

Liquidity Risk

ArcelorMittal’s principal sources of liquidity are cash generated from its operations, its credit lines at the corporate level and various working capital credit lines at its operating subsidiaries. The Company actively manages its liquidity. Following the Treasury and Financial Risk Management Policy, the levels of cash, credit lines and debt are closely monitored and appropriate actions are taken in order to comply with the covenant ratios, leverage, fixed and floating ratios, maturity profile and currency mix.

The following are the non-discounted contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

	December 31, 2010
	Carrying amount	Contractual Cash Flow	Less than 1 Year	1-2 Years	2-5 Years	More than 5 Years
Non-derivative financial liabilities
Convertible Bonds	(2,009)	(3,054)	(181)	(162)	(2,711)	-
Other bonds	(15,259)	(23,605)	(1,113)	(1,258)	(9,191)	(12,043)
Loans over 100	(6,598)	(6,818)	(5,610)	(866)	(163)	(179)
Trade and other payables	(13,256)	(13,256)	(13,256)	-	-	-
Other non-derivative financial liabilities	(2,142)	(2,538)	(1,057)	(451)	(633)	(397)
Financial guarantees	(3,287)	(3,287)	(1,014)	(270)	(36)	(1,967)
Total	(42,551)	(52,558)	(22,231)	(3,007)	(12,734)	(14,586)
Derivative financial liabilities
Interest rate instruments	(6)	(6)	-	-	(6)	-
Foreign exchange contracts	(344)	(344)	(327)	(4)	(13)	-
Other commodities contracts	(97)	(97)	(75)	(22)	-	-
Total	(447)	(447)	(402)	(26)	(19)	-
	December 31, 2011
	Carrying amount	Contractual Cash Flow	Less than 1 Year	1-2 Years	2-5 Years	More than 5 Years
Non-derivative financial liabilities
Convertible Bonds	(2,117)	(3,876)	(210)	(1,170)	(2,496)	-
Other bonds	(18,137)	(28,713)	(1,436)	(4,705)	(7,969)	(14,603)
Loans over 100	(3,703)	(4,025)	(1,529)	(93)	(2,349)	(54)
Trade and other payables	(12,836)	(12,863)	(12,863)	-	-	-
Other non-derivative financial liabilities	(2,461)	(2,854)	(1,242)	(464)	(759)	(389)
Financial guarantees	(3,111)	(3,111)	(1,043)	(306)	(27)	(1,735)
Total	(42,365)	(55,442)	(18,323)	(6,738)	(13,600)	(16,781)
Derivative financial liabilities
Interest rate instruments	(6)	(6)	(4)	-	(2)	-
Foreign exchange contracts	(215)	(215)	(134)	(68)	(13)	-
Other commodities contracts	(87)	(87)	(83)	(4)	-	-
Total	(308)	(308)	(221)	(72)	(15)	-

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Cash flow hedges

The following table presents the periods in which cash flows hedges are expected to mature:

	December 31, 2010
	assets/ (liabilities)	(outflows)/inflows
	Fair value	3 months and less	3-6 months	6-12 months	1-2 years	More than 2 years
Foreign exchange contracts	43	16	6	11	11	(1)
Commodities	24	11	6	7	-	-
Emission rights	(65)	-	-	(25)	(40)	-
Total	2	27	12	(7)	(29)	(1)
	December 31, 2011
	assets/ (liabilities)	(outflows)/inflows
	Fair value	3 months and less	3-6 months	6-12 months	1-2 years	More than 2 years
Foreign exchange contracts	165	147	18	-	-	-
Commodities	(14)	(9)	(2)	(1)	(2)	-
Emission rights	(16)	-	-	(16)	-	-
Total	135	138	16	(17)	(2)	-

Associated gain or losses that were recognized in other comprehensive income are reclassified from equity to the consolidated statements of operations in the same period during which the hedged forecasted cash flow affects the consolidated statements of operations. The following table presents the periods in which cash flows hedges are expected to impact the consolidated statements of operations:

	December 31, 2010
	assets/ (liabilities)	(expense)/income
	Carrying amount	3 months and less	3-6 months	6-12 months	1-2 years	More than 2 years
Foreign exchange contracts	(61)	(73)	(9)	11	11	(1)
Commodities	24	1	12	8	3	-
Emission rights	(65)	-	-	(25)	(40)	-
Total	(102)	(72)	3	(6)	(26)	(1)
	December 31, 2011
	assets/ (liabilities)	(expense)/income
	Carrying amount	3 months and less	3-6 months	6-12 months	1-2 years	More than 2 years
Foreign exchange contracts	266	75	54	66	53	18
Commodities	(14)	(6)	(4)	(2)	(2)	-
Emission rights	(38)	-	-	(38)	-	-
Total	214	69	50	26	51	18

Several forward exchange and options contracts related to the purchase of raw materials denominated in U.S. dollars were unwound during 2008. The effective portion is recorded in equity and represents a deferred gain that will be recycled to the consolidated statements of operations when the converted raw materials are sold. In 2008, prior to unwinding the contracts, the ineffective portion of 349 was recorded as operating income. During 2010, 354 was recycled to cost of sales related to the sale of inventory in 2010 and changes in the estimated future raw material purchases expected to occur. As of December 31, 2010 the effective portion deferred in equity was €938 million (1,254), excluding deferred tax expense of €272 million (364). During 2011, €431 million (600) was recycled to cost of sales related to the sale of inventory in 2011. Including the effects of foreign currency fluctuations, the deferred gain was €507 million (656), excluding deferred tax expense of €146 million (189), as of December 31, 2011 and is expected to be recycled to the consolidated statements of operations as follows:

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Year	Amount
2012	526
2013	130
Total	656

During the year ended December 31, 2011 the Company entered into several forward exchange and options contracts related to the purchase of raw materials denominated in U.S. dollars. The program was unwound before the year ended December 31, 2011. As of December 31, 2011 the effective portion deferred in equity was €48 million (62), including deferred tax expense of €13 million (17). The effective portion represents a deferred gain that will be recycled to the consolidated statements of operations when the converted raw materials will be sold. The deferred gain is expected to be recycled to the statements of operations between 2012 and 2014.

Raw materials, freight, energy risks and emission rights

The Company uses financial instruments such as forward purchases or sales, options and swaps for certain commodities in order to manage the volatility of prices of certain raw materials, freight and energy. The Company is exposed to risks in fluctuations in prices of raw materials (including base metals such as zinc, nickel, aluminum, tin and copper) freight and energy, both through the purchase of raw materials and through sales contracts.

Fair values of raw material freight, energy and emission rights instruments are as follows:

	At December 31,
	2010	2011
Base metals	36	(13)
Freight	(4)	-
Energy (oil, gas, electricity)	42	(7)
Emission rights	(18)	(10)
Total	56	(30)
Derivative asset associated with raw material, energy, freight and emission rights	153	57
Derivative liabilities associated with raw material, energy, freight and emission rights	(97)	(87)
Total	56	(30)

ArcelorMittal, consumes large amounts of raw materials (the prices of which are related to the London Metals Exchange price index), ocean freight (the price of which is related to a Baltic Exchange Index), and energy (the prices of which are related to the New York Mercantile Exchange index, the Intercontinental Exchange index and the Powernext index). As a general matter, ArcelorMittal is exposed to price volatility with respect to its purchases in the spot market and under its long-term supply contract. In accordance with its risk management policy, ArcelorMittal hedges a part of its risk exposure to its raw materials procurements.

Emission rights

Pursuant to the application of the European Directive 2003/87/EC of October 13, 2003, establishing a scheme for emission allowance trading, the Company enters into certain types of derivatives (cash purchase and sale, forward transactions and options) in order to implement its management policy for associated risks. As of December 31, 2010 and  2011, the Company had a net notional position of (40) with a net fair value of (18) and a net notional position of 7 with a net fair value of (10), respectively.

Credit risk

The Company’s treasury department monitors various market data regarding the credit standings and overall reliability of the financial institutions for all countries where the Company’s subsidiaries operate. The choice of the financial institution for the financial transactions must be approved by the treasury department. Credit risk related to customers, customer credit terms and receivables is discussed in note 6.

Sensitivity analysis

Foreign currency sensitivity

The following table details the Company’s sensitivity as it relates to derivative financial instruments to a 10% strengthening and a 10% weakening in the U.S. dollar against the other currencies for which the Company estimates to be a reasonably possible exposure. The sensitivity analysis includes only foreign currency derivatives on USD against another currency. A positive number

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indicates an increase in profit or loss and other equity where a negative number indicates a decrease in profit or loss and other equity.

	December 31, 2011
	Income	Other Equity
10% strengthening in U.S. dollar	(303)	202
10% weakening in U.S. dollar	320	(202)

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Cash flow sensitivity analysis for variable rate instruments

The following table details the Company’s sensitivity as it relates to variable interest rate instruments. A change of 100 basis points (“bp”) in interest rates during the period would have increased (decreased) profit or loss by the amounts presented below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

		December 31, 2011
		Floating porting of net debt1	Interest Rate Swaps/Forward Rate Agreements
	100 bp increase	(17)	(34)
	100 bp decrease	17	41
1	Please refer to note 15 for a description of total net debt (including fixe and floating portion)

Base metals, energy, freight, emissions rights

The following table details the Company’s sensitivity to a 10% increase and decrease in the price of the relevant base metals, energy, freight, and emissions rights. The sensitivity analysis includes only outstanding, un-matured base metal derivative instruments both held for trading at fair value through the consolidated statements of operations and those designated in hedge accounting relationships.

	December 31, 2011
	Income	Other Equity Cash Flow Hedging Reserves
+10% in prices
Base Metals	2	12
Freights	-	-
Emission rights	-	-
Energy	9	2
-10% in prices
Base Metals	(2)	(12)
Freights	-	-
Emission rights	-	-
Energy	(9)	(2)

NOTE 17: EQUITY

Authorized shares

On May 13, 2008, at an Extraordinary General Meeting held on May 13, 2008, the shareholders approved an increase of the authorized share capital of ArcelorMittal by €644 million represented by 147 million shares, or approximately 10% of ArcelorMittal’s outstanding capital. Following this approval, the total authorized share capital was €7.1 billion represented by 1,617 million shares without nominal value for a period ending on July 14, 2014.

On April 29, 2009, the Company announced an offering of approximately 141 million common shares which was closed on May 6, 2009 (the “Offering”). Pending shareholder approval for authorization to increase issued share capital, the Company entered into a Share Lending Agreement dated April 29, 2009 (the “Agreement”), with Ispat International Investments S.L. (“Ispat”), a company controlled by Mr. Lakshmi and Mrs. Usha Mittal, under which the Company borrowed 98 million shares. The 98 million borrowed shares were accounted for as treasury shares and then issued, along with 29 million other treasury shares, to fulfill all subscriptions to the Offering other than the 14 million shares subscribed by Ispat.

On June 17, 2009, at an Extraordinary General Meeting, the shareholders approved an authorization for the Board of Directors to increase the issued share capital of the Company by a maximum of 168,173,653 shares during a period of five years. On June 22, 2009, the Company issued and returned the 98 million borrowed shares to Ispat and issued to Ispat the 14 million subscribed by it in the Offering. The proceeds from the Offering, net of transaction costs, were 3.2 billion. Under the terms of the Agreement, the Company paid a share lending fee to Ispat of 2.4. As a result of the Offering, the Company realized a loss on the sale of its treasury shares for tax purposes and reversed the deferred tax liability of 682, which was previously recognized in 2008. The deferred tax liability related to the potential future recapture of an impairment expense on treasury shares (see note 19).

Share capital

On January 25, 2011, at an Extraordinary General Meeting, the shareholders approved an authorization for the Board of Directors to decrease the issued share capital, the share premium, the legal reserve and the retained earnings of the Company as a result of the spin-off the Company’s stainless steel business into Aperam. The Company’s issued share capital was reduced by

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€409 (547) from €6,837 (9,950) to €6,428 (9,403) without reduction in the number of shares issued and fully paid up, which remained at 1,560,914,610. The ordinary shares do not have a nominal value.

Treasury shares and call options on ArcelorMittal shares

As of December 31, 2009, ArcelorMittal held 51,373,092 treasury shares. The decrease in the number of treasury shares since December 31, 2008 is primarily related to the Offering previously described for 28,794,371 shares, to the transfer to ArcelorMittal USA of 1,119,165 shares in order to meet their pension fund requirements (see note 23) and to the exercise of stock options during the period for 456,251 shares (as described below).

On December 14, 2010, ArcelorMittal acquired euro-denominated call options on 61,728,395 of its own shares with a strike price of €20.25 ($27.21) per share. The call options were acquired in order to hedge the Company’s obligations arising from the potential conversion of the 7.25% convertible bonds for ArcelorMittal shares due April 1, 2014. In connection with this transaction, the Company sold 26.48 million treasury shares through an over-the-counter block trade for a price of €26.42 ($35.50) per share on December 14, 2010 (see note 16).

On December 18, 2010, ArcelorMittal acquired USD denominated call options on 26,533,997 of its own shares with a strike price of $30.15 per share in order to hedge its obligations arising from the potential conversion of the 5% USD denominated convertible bonds into ArcelorMittal shares due May 15, 2014. These call options were accounted for as an equity instrument as they can be settled only through physical delivery of the treasury shares. The premium paid with respect to these call options was 435 (309 net of tax) and was recorded as a decrease to additional-paid-in-capital. In connection with this transaction, the Company also entered into an agreement on December 18, 2010 to sell 11.5 million treasury shares through an over-the-counter block trade for a price of $37.87 per share, for settlement on December 30, 2010.

Earnings per common share

The following table provides the numerators and a reconciliation of the denominators used in calculating basic and diluted earnings per common share for the years ended December 31, 2009, 2010 and 2011:

	Year Ended December 31,
	2009	2010	2011
Net income attributable to equity holders of the parent	157	2,916	2,263
Weighted average common shares outstanding (in millions) for the purposes of basic earnings per share	1,445	1,512	1,549
Incremental shares from assumed conversion of stock options  and restricted share units (in millions)	1	—	—
Incremental shares from assumed conversion of the Convertible Bonds issued in 2009 (in millions)	—	88	62
Weighted average common shares assuming conversions (in millions) used in the calculation of diluted earnings per share	1,446	1,600	1,611

For the purpose of calculating earnings per common share, diluted weighted average common shares outstanding excludes 26 million, 17 million and 22 million potential common shares from stock options outstanding for the years ended December 31, 2009, 2010 and 2011, respectively, because such stock options are anti-dilutive. Diluted weighted average common shares outstanding also excludes 26 million potential common shares from the Convertible Bonds described in note 15 for the year ended December 31, 2011 because the potential common shares are anti-dilutive.

Employee Share Purchase Plan

At the Annual General Shareholders’ meeting held on May 11, 2010 the shareholders of ArcelorMittal adopted an Employee Share Purchase Plan (“ESPP”) as part of a global employee engagement and participation policy. Similar to the previous ESPP implemented in 2009, and authorized at the Annual General Shareholders’ meeting of May 12, 2009 the plan’s goal is to strengthen the link between the Company and its employees and to align the interests of ArcelorMittal employees and shareholders. The main features of the 2009 and 2010 plans are the following:

•       In 2009, the plan was offered to 204,072 employees in 22 jurisdictions. ArcelorMittal offered a maximum total number of 2,500,000 treasury shares (0.2% of the current issued shares on a fully diluted basis). A total of 392,282 shares were subscribed (of which 1,300 shares by Members of the GMB and the Management Committee of the Company). The purchase price was $36.56 before discounts. The subscription period ran from November 10, 2009 until November 19, 2009 and was settled with treasury shares on January 21, 2010.

•       In 2010, the plan was offered to 183,560 employees in 21 jurisdictions. ArcelorMittal offered a maximum total number of 2,500,000 treasury shares (0.2% of the current issued shares on a fully diluted basis). A total of 164,171 shares were subscribed (of which 1,500 shares by Members of the Group Management Board and the Management

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Committee of the Company). The purchase price was $34.62 before discounts. The subscription period ran from November 16, 2010 until November 25, 2010 and was settled with treasury shares on January 10, 2011.

•       In connection with ArcelorMittal’s Employee Share Purchase Plan 2009 (ESPP 2009) and Employee Share Purchase Plan 2010 (ESPP 2010), a total of respectively 392,282 and 164,171 ArcelorMittal shares were subscribed by participating ArcelorMittal employees, out of a total of 2,500,000 shares available for subscription under each ESPP, with a maximum of up to 200 shares per employee. All shares allocated to employees under the ESPP 2009 and ESPP 2010 were treasury shares. Due to the low subscription levels in previous years and the complexity and high cost of setting up an ESPP, management decided not to propose the launch of an ESPP in 2011 for approval to the May 10, 2011 annual general shareholders' meeting.

•       Pursuant to the plans, eligible employees could apply to purchase a number of shares not exceeding that number of whole shares equal to the lower of (i) 200 shares and (ii) the number of whole shares that may be purchased for fifteen thousand U.S. dollars (rounded down to the neared whole number of shares).

For the 2009 and 2010 plans, the purchase price is equal to the average of the opening and the closing prices of the Company shares trading on the New York Stock Exchange on the exchange day immediately preceding the opening of the relevant subscription period, which is referred to as the “reference price”, less a discount equal to:

a)       15% of the reference price for a purchase order not exceeding the lower of (i) 100 shares, and (ii) the immediately lower whole number of shares corresponding to an investment of seven thousand five hundred U.S. dollars, and thereafter;

b)       10% of the reference price for any additional acquisition of shares up to a number of shares (including those in the first cap) not exceeding the lower of (i) 200 shares, and (ii) the immediately lower whole number of shares corresponding to an investment of fifteen thousand U.S. dollars.

All shares purchased under the ESPP are currently held in custody for the benefit of the employees in global accounts opened by BNP Paribas Securities Services, except for shares purchased by Canadian and U.S. employees, which are held in custody in one global account by Computershare.

Shares purchased under the plans are subject to a three-year lock-up period, except for the following exceptions: permanent disability of the employee, termination of the employee’s employment with the Company or death of the employee. At the end of this lock-up period, the employees will have a choice either to sell their shares, subject to compliance with the Company’s insider dealing regulations, or keep their shares and have them delivered to their personal securities account or make no election, in which case shares will be automatically sold. Shares may be sold or released within the lock-up period in the case of early exit events. During this period, and subject to the early exit events, dividends paid on shares are held for the employee’s account and accrue interest. Employee shareholders are entitled to any dividends paid by the Company after the settlement date and they are entitled to vote their shares.

With respect to the spin-off of Aperam, an addendum to the charter of the 2009 and 2010 ESPPs was adopted providing, among other measures, that:

•       the spin-off shall be deemed an early exit event for the participants who will be employees of one of the entities that will be exclusively controlled by Aperam, except in certain jurisdictions where termination of employment is not an early exit event, and

•       the Aperam shares to be received by ESPP participants will be blocked in line with the lock-up period applicable to the ArcelorMittal shares in relation to which the Aperam shares are allocated based on a ratio of one Aperam share for 20 ArcelorMittal shares.

Dividends

Calculations to determine the amounts available for dividends are based on ArcelorMittal’s Luxembourg statutory accounts (“ArcelorMittal Luxembourg”) which are based on generally accepted accounting principles and in accordance with the laws and regulations in force in the Grand-Duchy of Luxembourg, rather than its consolidated accounts which are based on IFRS. ArcelorMittal Luxembourg has no significant manufacturing operations of its own. Accordingly, it can only pay dividends or distributions to the extent it is entitled to receive cash dividend distributions from its subsidiaries’ recognized gains, from the sale of its assets or records share premium from the issuance of common shares. Dividends are declared in U.S. dollars and are payable in either U.S. dollars or in euros.

In light of the adverse economic and market conditions, on February 10, 2009, ArcelorMittal’s Board of Directors recommended to reduce the annual dividend in 2009 to $0.75 per share ($0.1875 per quarter). The dividend was approved by the annual general meeting of shareholders on May 12, 2009. The quarterly dividend was paid on March 16, 2009 (interim dividend), June 15, 2009, September 14, 2009 and December 14, 2009.

On October 27, 2009, the Board of Directors recommended to maintain the Company’s dividend at $0.75 per share for the full year of 2010 ($0.1875 per quarter). The quarterly dividend was paid on March 15, 2010 (interim dividend), June 14, 2010, September 13, 2010 and December 15, 2010.

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On May 10, 2010 the Board of Directors recommended to maintain the Company’s dividend at $0.75 per share for the full year of 2011 ($0.1875 per quarter). The quarterly dividend was paid on March 14, 2011 (interim dividend), June 14, 2011, September 12, 2011 and December 12, 2011.

The Board of Directors will submit to a shareholder’s vote at the next Annual General Meeting on May 8, 2012, a proposal to maintain the quarterly dividend payment at 0.1875 per share. The dividend payment would occur on a quarterly basis commencing on March 13, 2012 (interim dividend), June 14, 2012, September 10, 2012 and December 10, 2012.

Stock Option Plans

Prior to the May 2011 annual general shareholders’ meeting adoption of the Share Unit Plan described after, ArcelorMittal’s equity-based incentive plan took the form of a stock option plan called the Global Stock Option Plan.

Under the terms of the ArcelorMittal Global Stock Option Plan 2009-2018 (which replaced the ArcelorMittalShares plan that expired in 2009), ArcelorMittal may grant options to purchase common stock to senior management of ArcelorMittal and its associates for up to 100,000,000 shares of common stock. The exercise price of each option is equal to the fair market value of ArcelorMittal stock on the grant date, with a maximum term of 10 years. Options are granted at the discretion of ArcelorMittal’s Appointments, Remuneration and Corporate Governance Committee, or its delegate. The options vest either ratably upon each of the first three anniversaries of the grant date, or, in total, upon the death, disability or retirement of the participant.

As a result of the spin-off of ArcelorMittal’s stainless steel business, an addendum to the ArcelorMittal Global Stock Option Plan 2009-2018 was adopted to reduce by 5% the exercise prices of existing stock options. The expense related to fully vested options was recognized directly in the statements of operations during 2011; the expense related to unvested options is recognized on a straight-line basis over the remaining vesting period. The current section has been adapted to disclose the new information from January 25^th, 2011 onwards.

Date of grant	Initial exercise prices (per option)	New exercise prices (per option)
August 2008	82.57	78.44
December 2007	74.54	70.81
August 2007	64.30	61.09
June 2006	38.99	37.03
August 2009	38.30	36.38
September 2006	33.76	32.07
August 2010	32.27	30.66
August 2005	28.75	27.31
December 2008	23.75	22.56
November 2008	22.25	21.14
April 2002	2.26	2.15

On August 4, 2009, ArcelorMittal granted 6,128,900 options under the ArcelorMittal Global Stock Option Plan 2009-2018 to a group of key employees at an exercise price of $38.30. The new exercise price is $36.38 after the spin-off of Aperam. The options expire on August 4, 2019.

On August 3, 2010, ArcelorMittal granted 5,864,300 options under the ArcelorMittal Global Stock Option Plan 2009-2018 to a group of key employees at an exercise price of $32.27. The new exercise price is $30.66 after the spin-off of Aperam. The options expire on August 3, 2020.

No options were granted during the year ended December 31, 2011.

The fair values for options and other share-based compensation is recorded as an expense in the consolidated statements of operations over the relevant vesting or service periods, adjusted to reflect actual and expected levels of vesting. The fair value of each option grant to purchase ArcelorMittal common shares is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions (based on year of grant and recalculated at the spin-off date of the stainless steel business):

	Year of grant
	2009	2010
Exercise price	$ 36.38	$ 30.66
Dividend yield	2.02%	2.02%
Expected annualized volatility	60%	50%
Discount rate-bond equivalent yield	2.96%	3.21%
Weighted average share price	$ 36.38	$ 30.66
Expected life in years	5.25	5.75
Fair value per option	17.61	17.24

F-57

The expected life of the options is estimated by observing general option holder behavior and actual historical lives of ArcelorMittal stock option plans. In addition, the expected annualized volatility has been set by reference to the implied volatility of options available on ArcelorMittal shares in the open market, as well as, historical patterns of volatility.

The compensation expense recognized for stock option plans was 176, 133 and 73 for each of the years ended December 31, 2009, 2010, and 2011, respectively. At the date of the spin-off of Aperam, the fair values of the stock options outstanding have been recalculated with the modified inputs of the Black-Scholes-Merton option pricing model, including the weighted average share price, exercise price, expected volatility, expected life, expected dividends, the risk-free interest rate and an additional expense of 11 has been recognized in the year ended December 31, 2011 for the current and past periods.

Option activity with respect to ArcelorMittalShares and ArcelorMittal Global Stock Option Plan 2009-2018 is summarized below as of and for each of the years ended December 31, 2009, 2010, and 2011:

	Number of Options	Range of Exercise Prices (per option)	Weighted Average Exercise Price (per option)
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
Forfeited	(539,023)	33.76 – 82.57	70.02
Expired	(644,712)	2.26 – 82.57	52.20
Outstanding, December 31, 2009	24,047,380	2.26 – 82.57	55.22
Granted	5,864,300	32.27	32.27
Exercised	(371,200)	2.26 – 33.76	21.27
Forfeited	(223,075)	28.75 – 82.57	53.42
Expired	(644,431)	2.26 – 82.57	49.55
Outstanding, December 31, 2010	28,672,974	2.26 – 82.57	50.95
Exercised	(226,005)	2.15 – 32.07	27.57
Forfeited	(114,510)	27.31 – 78.44	40.26
Expired	(662,237)	15.75 – 78.44	57.07
Outstanding, December 31, 2011	27,670,222	2.15 – 78.44	48.35
Exercisable, December 31, 2009	11,777,703	2.26 – 82.57	52.46
Exercisable, December 31, 2010	16,943,555	2.26 – 82.57	56.59
Exercisable, December 31, 2011	21,946,104	2.15 – 78.44	52.47

The following table summarizes information about total stock options of the Company outstanding as of December 31, 2011:

Options Outstanding
Exercise Prices (per option)	Number of options	Weighted average contractual life (in years)	Options exercisable (number of options)	Maturity
$78.44	6,468,150	6.60	6,468,150	August 5, 2018
70.81	13,000	5.95	13,000	December 11, 2017
61.09	4,753,137	5.59	4,753,137	August 2, 2017
37.03	1,268,609	1.50	1,268,609	June 30, 2013
36.38	5,889,296	7.60	3,988,364	August 4, 2019
32.07	2,040,380	4.67	2,040,380	September 1, 2016
30.66	5,772,634	8.60	1,949,448	August 3, 2020
27.31	1,244,936	3.65	1,244,936	August 23, 2015
22.56	32,000	6.96	32,000	December 15, 2018
21.14	20,585	6.87	20,585	November 10, 2018
2.15	167,495	0.26	167,495	April 5, 2012
$2.15 – 78.44	27,670,222	6.51	21,946,104

F-58

Share Unit Plan

The annual shareholders’ meeting on May 10, 2011 approved a new equity-based incentive plan to replace the Global Stock Option Plan. The new plan comprises a Restricted Share Unit Plan (“RSU Plan”) and a Performance Share Unit Plan (“PSU Plan”) designed to incentivize the targeted employees, to improve the long-term performance of the Company and to retain key employees.  Both the RSU Plan and the PSU Plan are intended to promote the alignment of interests between the company’s shareholders and eligible employees by allowing them to participate in the success of the company.

The aim of the RSU Plan is to provide a retention incentive to eligible employees. It is subject to “cliff vesting” after three years, with 100% of the grant vesting on the third anniversary of the grant contingent upon the continued active employment of the employee with the ArcelorMittal.  The RSUs are an integral part of the Company’s remuneration framework in which it is serves the specific objective of medium-term and long-term retention.

The maximum number of RSUs and PSUs available for grant during any given year is subject to the prior approval of the Company’s shareholders at the annual general meeting.

For the period from the May 2011 annual general shareholders’ meeting to the annual general meeting of shareholders to be held in May 2012 a maximum of 2,500,000 RSUs may be allocated to qualifying employees under the RSU Plan. The RSU Plan targets the 500 to 800 most senior managers across the ArcelorMittal. In September 2011, a total of 1,303,515 shares under the RSU Plan were granted to a total of 772 employees.

The fair value for the shares allocated to the beneficiaries is recorded as en expense in the consolidated statements of operations over the relevant vesting or service periods. The compensation expense recognized for the restricted stock units was 2 for the year ended December 31, 2011.

NOTE 18: FINANCING COSTS

Financing costs recognized in the years ended December 31, 2009, 2010 and 2011 is as follows:

		2009	2010	2011
	Recognized in the statements of operations
	Interest expense	(1,675)	(1,578)	(1,945)
	Interest income	175	133	123
	Fair value adjustment on Convertible Bonds and call options on ArcelorMittal shares	(897)	427	42
	Net gain (loss) on other derivative instruments	(27)	43	(10)
	Accretion of defined benefit obligations and other long term liabilities	(548)	(481)	(514)
	Net foreign exchange result and others1	125	(744)	(534)
	Total	(2,847)	(2,200)	(2,838)
	Recognized in equity (Company share)2
	Net change in fair value of available-for-sale financial assets	48	1	(14)
	Effective portion of changes in fair value of cash flow hedge	(535)	(585)	(133)
	Foreign currency translation differences for foreign operations	3,115	(1,726)	(2,796)
	Total	2,628	(2,310)	(2,943)
1	Net foreign exchange result and others is mainly related to net foreign exchange effects on financial assets and liabilities and bank fees.
2	Includes amounts related to discontinued operations for the years ended December 31, 2009 and 2010 (see note 5).

NOTE 19: INCOME TAX

Income tax expense (benefit)

The components of income tax expense (benefit) for each of the years ended December 31, 2009, 2010 and 2011, respectively, is summarized as follows:

	Year ended December 31,
	2009	2010	2011
Total current tax expense	381	821	1,018
Total deferred tax expense (benefit)	(4,813)	(2,300)	(136)
Total income tax expense (benefit)	(4,432)	(1,479)	882

The following table reconciles the income tax expense (benefit) to the statutory tax expense (benefit) as calculated:

	Year ended December 31,
	2009	2010	2011
Net income (including non-controlling interests)	114	3,005	2,259
Discontinued operations	57	330	(461)
Income from investments in associates and joint ventures	(56)	(451)	(620)
Income tax expense (benefit)	(4,432)	(1,479)	882
Income (loss) before tax and income from investments in associates and joint ventures:	(4,317)	1,405	2,060
Tax expense (benefit) at the statutory rates applicable to profits (losses) in the countries	(2,875)	(1,310)	33
Permanent items	(1,377)	(293)	(29)
Benefit arising from interest in partnership	(19)	-	-
Rate changes	(13)	(190)	-
Net change in measurement of deferred tax assets	248	380	545
Effects of tax holiday	72	28	26
Effects of foreign currency translation	(521)	(147)	143
Tax credits	(296)	(141)	(196)
Other taxes	289	155	243
Others	60	39	117
Income tax expense (benefit)	(4,432)	(1,479)	882

F-59

ArcelorMittal’s consolidated income tax expense (benefit) is affected by the income tax laws and regulations in effect in the various countries in which it operates and on the pre-tax results of its subsidiaries in each of these countries, which can vary from year to year. ArcelorMittal operates in jurisdictions, mainly in Eastern Europe and Asia, that have a structurally lower corporate income tax rate than the statutory tax rate as in effect in Luxembourg (28.8%), and enjoys, mainly in Western Europe, structural (permanent) tax advantages such as notional interest deduction and tax credits.

Permanent items

The permanent items consist of:

	Year ended December 31,
	2009	2010	2011
Notional Interest Deduction	(931)	(733)	(706)
Juros sobre o Capital Próprio (“JSCP”)	(193)	(51)	-
Interest recapture	6	554	602
Non tax deductible provisions	(131)	-	(20)
Tax deductible capital loss	(99)	-	-
Other permanent items	(29)	(63)	95
Total permanent items	(1,377)	(293)	(29)

Notional Interest Deduction: Corporate taxpayers in Belgium can benefit from a tax deduction corresponding to an amount of interest which is calculated based on their (adjusted) equity as determined in conformity with general accepted accounting principles in Belgium, which differs from IFRS. The applicable interest rate used in calculating this tax deduction is based upon the average rate of interest on 10-year bonds issued by the Belgian State. The rate is revised on an annual basis, but may not vary by more than 1% from one period to another. A maximum rate of 6.5% applies. The law of December 28, 2011 has capped the rate at 3% as from January 1, 2012.

Juros sobre o Capital Próprio (“JSCP”): Corporate taxpayers in Brazil, who distribute a dividend can benefit from a tax deduction corresponding to an amount of interest calculated as a yield on capital. The deduction is determined as the lower of the interest as calculated by application of the Brazilian long term interest rate on the opening balance of capital and reserves, and 50% of the income for the year or accumulated profits from the previous year. For book purposes, this distribution of interest on capital is regarded as a dividend distribution, while for Brazilian tax purposes it is regarded as tax deductible interest.

Interest recapture: Based on a specific provision in the Luxembourg tax law, interest expenses on loans contracted to acquire a participation (‘tainted debt’) are not tax deductible when (tax exempt) dividend payments are received and/or capital gains are realized that can be linked to the tainted debt. The interest expenses are only deductible to the extent it exceeds the tax exempt income arising from the participation. In case of tax exempt capital gains, expenses related to the participations and any prior deductible write-downs in the value of the participation which have previously reduced the Luxembourg taxable base, become taxable (claw-back).

Rate changes

The 2010 tax benefit from rate changes of (190) mainly results from the decrease of the substantively enacted corporate income tax rate in Ukraine of (260), partially offset by changes in the substantively enacted corporate income tax rate in Kazakhstan of 30 and Luxembourg of 40.

Net change in measurement of deferred tax assets

F-60

The 2009 net change in measurement of deferred tax assets of 248 primarily consists of tax expense of 467 due to not recognizing certain deferred tax assets, partially offset by additional recognition of deferred tax assets for losses of previous years of (143) and tax benefit of (76) relating to other items.

The 2010 net change in measurement of deferred tax assets of 380 primarily consists of tax expense of 504 due to not recognizing and derecognizing certain deferred tax assets, partially offset by additional recognition of deferred tax assets for losses and other temporary differences of previous years of (124).

The 2011 net change in measurement of deferred tax assets of 545 primarily consists of tax expense of 734 due to not recognizing and derecognizing certain deferred tax assets, partially offset by additional recognition of deferred tax assets for losses and other temporary differences of previous years of (189).  

Effects of tax holiday

Certain agreements, for example tax holidays, relating to acquisitions and capital investments undertaken by the Company, provide reduced tax rates, fixed amounts of tax or in some cases exemption from income tax as in Algeria.

Effects of foreign currency translation

The effects of foreign currency translation of (521), (147) and 143 at December 31, 2009, 2010 and 2011, respectively, pertain to certain entities with a different functional currency than the currency applied for tax filing purposes.

Tax credits

The tax credits of (296), (141) and (196) in 2009, 2010 and 2011 respectively are mainly attributable to our operating subsidiaries in Spain. They relate to credits claimed on research and development, credits on investment and tax sparing credits.

Other taxes

Other taxes include withholding taxes on dividends, services, royalties and interests, as well as Secondary Taxation on Companies (“STC”). It also includes Mining duties in Canada of 22, 117 and 177 and Flat tax in Mexico of 51, (30) and (30) in 2009, 2010 and 2011 respectively. The STC is a tax levied on dividends declared by South African companies. STC is not included in the computation of current or deferred tax as these amounts are calculated at the statutory company tax rate on undistributed earnings. On declaration of a dividend, the South African Operating Subsidiary includes the STC tax in its computation of the income tax expense. If the South African Operating Subsidiary distributed all of its undistributed retained earnings of 2,956, 3,777 and 3,039 in 2009, 2010 and 2011 respectively, it would be subject to additional taxes of 269, 343 and 276 respectively. STC on dividends declared in 2009, 2010 and 2011 were 17, 8 and 3 respectively. STC will be converted to a dividend withholding tax for shareholders with effect April 1, 2012.

Others

The 2011 others of 117 primarily consists of provision for uncertain tax position concerning permanent business establishment in Italy of 88 (see Note 24 to ArcelorMittal’s consolidated financial statements) and tax expense of 29 relating to other items.

    Income tax recorded directly in equity

Income tax recognized in equity for the years ended December 31, 2009, 2010 and 2011 is as follows:

		2009	2010	2011
Recognized in other comprehensive income on:
Current tax expense (benefit)
	Foreign currency translation adjustments	(18)	49	12
		(18)	49	12
Deferred tax expense (benefit)
	Unrealized gain (loss) on available-for-sale securities	3	(19)	(1)
	Unrealized gain (loss) on derivative financial instruments	(174)	(122)	(88)
	Call options on ArcelorMittal shares	-	(126)	-
	Foreign currency translation adjustments	370	74	9
		199	(193)	(80)
		181	(144)	(68)
Recognized in additional paid-in capital on:
Deferred tax benefit
	Movements on treasury shares	(682)	(267)	-
Recognized in retained earnings on:
Deferred tax expense
	Cancellation of cash settlement option on 800 convertible senior notes	81	-	-
Recognized in non-controlling interests on:
Deferred tax expense (benefit)
	Issuance of bonds mandatorily convertible in shares of subsidiaries	(4)	-	3
		(424)	(411)	(65)

F-61

In 2008, for tax purposes, the Company recognized an impairment as the market value of its treasury shares was lower than the recorded value. The impairment resulted in the recognition of an additional deferred tax asset as the Company had tax losses carried forward in Luxembourg. In addition, the Company recognized a deferred tax liability for the potential future recapture of the recognized impairment. In accordance with IFRS, the corresponding tax benefit and expenses, netting to zero, was recognized in the consolidated statements of changes in equity. As a result of the offering of shares in 2009, the Company realized a loss on the sale of shares for tax purposes and reversed (682) of the deferred tax liability previously recognized.

    Uncertain tax positions

The Company operates in multiple jurisdictions with complex legal and tax regulatory environments. In certain of these jurisdictions, ArcelorMittal has taken income tax positions that management believes are supportable and are intended to withstand challenge by tax authorities. Some of these positions are inherently uncertain and include those relating to transfer pricing matters and the interpretation of income tax laws applied to complex transactions. The Company periodically reassesses its tax positions. Changes to the financial statement recognition, measurement, and disclosure of tax positions is based on management’s best judgment given any changes in the facts, circumstances, information available and applicable tax laws. Considering all available information and the history of resolving income tax uncertainties, the Company believes that the ultimate resolution of such matters will not have a material effect on the Company’s financial position, statements of operations or cash flows.

    Deferred tax assets and liabilities

The origin of deferred tax assets and liabilities is as follows:

	Assets		Liabilities		Net
	2010	2011	2010	2011	2010	2011
Intangible assets	136	202	(1,095)	(1,141)	(959)	(939)
Property, plant and equipment	263	290	(8,110)	(8,044)	(7,847)	(7,754)
Inventories	427	798	(47)	(652)	380	146
Available-for-sale financial assets	-	-	(1)	(1)	(1)	(1)
Financial instruments	294	131	(146)	(149)	148	(18)
Other assets	415	597	(478)	(515)	(63)	82
Provisions	2,416	2,345	(693)	(640)	1,723	1,705
Other liabilities	700	1,105	(872)	(1,753)	(172)	(648)
Tax losses carried forward	8,719	9,208	-	-	8,719	9,208
Tax credits and other tax benefits carried forward	712	662	-	-	712	662
Untaxed reserves	-		(43)	(42)	(43)	(42)
Deferred tax assets / (liabilities)	14,082	15,338	(11,485)	(12,937)	2,597	2,401
Deferred tax assets					6,603	6,081
Deferred tax liabilities					(4,006)	(3,680)

Deferred tax assets not recognized by the Company as of December 31, 2010 were as follows:

	Gross amount	Total deferred tax assets	Recognized deferred tax assets	Unrecognized deferred tax assets
Tax losses carried forward	33,155	9,889	8,719	1,170
Tax credits and other tax benefits carried forward	1,523	967	712	255
Other temporary differences	16,298	4,678	4,651	27
Total		15,534	14,082	1,452

Deferred tax assets not recognized by the Company as of December 31, 2011 were as follows:

F-62

	Gross amount	Total deferred tax assets	Recognized deferred tax assets	Unrecognized deferred tax assets
Tax losses carried forward	36,400	10,787	9,208	1,579
Tax credits and other tax benefits carried forward	1,539	986	662	324
Other temporary differences	19,373	5,539	5,468	71
Total		17,312	15,338	1,974

As of December 31, 2011, the majority of the deferred tax assets not recognized relate to tax losses carried forward attributable to various subsidiaries located in different jurisdictions (primarily Canada, France, Mexico, the Netherlands, Spain and the United States) with different statutory tax rates. The amount of the total deferred tax assets is the aggregate amount of the various deferred tax assets recognized and unrecognized at the various subsidiaries and not the result of a computation with a given blended rate. The majority of unrecognized tax losses carried forward have an expiration date. In addition, the utilization of tax losses carried forward is restricted to the taxable income of the subsidiary or tax consolidated group to which it belongs. The utilization of tax losses carried forward also may be restricted by the character of the income.

At December 31, 2011, based upon the level of historical taxable income and projections for future taxable income over the periods in which the deductible temporary differences are anticipated to reverse, management believes it is probable that ArcelorMittal will realize the benefits of the deferred tax assets of 6,081 recognized. The amount of future taxable income required to be generated by ArcelorMittal’s subsidiaries to utilize the deferred tax assets of 6,081 is at least 21,237. Historically, the Company has been able to generate taxable income in sufficient amounts and believes that it will generate sufficient levels of taxable income in upcoming years to permit the Company to utilize tax benefits associated with tax losses carried forward and other deferred tax assets that have been recognized in its consolidated financial statements. In the event that a history of recent losses is present, the Company relied on convincing other positive evidence such as the character of (historical) losses and tax planning to support the deferred tax assets recognized.

In 2007 ArcelorMittal has recorded approximately 35 of deferred income tax liabilities on the undistributed earnings of its foreign subsidiaries for income taxes due if these earnings would be distributed. There has been no material change to these liabilities as of December 31, 2007 until December 31, 2010. In 2011 these liabilities have been re-estimated at approximately 23 for the period ended December 31, 2011. For investments in subsidiaries, branches and associates and investments, that are not expected to reverse in the foreseeable future, the aggregate amount of deferred tax liabilities that is not recognized is approximately 1,264.

    Tax losses carried forward

At December 31, 2011, the Company had total estimated tax losses carried forward of 36,400.

Such amount includes net operating losses of 9,465 primarily related to subsidiaries in Canada, the Netherlands, Mexico, Romania, Spain and the United States, which expire as follows:

Year expiring	Amount
2012	21
2013	101
2014	577
2015	24
2016	532
2017 - 2031	8,210
Total	9,465

The remaining tax losses carried forward of 26,935 are indefinite and primarily attributable to the Company’s operations in Belgium, Brazil, France, Germany, Luxembourg and Trinidad and Tobago.

Tax losses carried forward are denominated in the currency of the countries in which the respective subsidiaries are located and operate. Fluctuations in currency exchange rates could reduce the U.S. dollar equivalent value of these tax losses carried forward in future years.

NOTE 20: PROVISIONS

The movements of provisions were as follows:

F-63

		Balance at December 31, 2009	Additions	Deductions/ Payments and other releases	Acquisitions	Effects of Foreign Exchange and other movements*	Balance at December 31, 2010
	Environmental (see note 24)	743	95	(104)	-	(4)	730
	Asset retirement obligations	336	24	(30)	-	12	342
	Site restoration	110	13	(34)	-	(4)	85
	Staff related obligations	221	79	(84)	-	(64)	152
	Voluntary separation plans 1	312	69	(268)	-	(32)	81
	Litigation and other (see note 24) 2	1,221	327	(280)	-	(197)	1,071
	Tax claims	444	41	(52)	-	(159)	274
	Competition/Antitrust claims	268	28	(21)	-	(41)	234
	Other legal claims	415	52	(207)	-	3	263
	Other unasserted claims	94	206	-	-	-	300
	Commercial agreements and onerous contracts	174	240	(221)	-	20	213
	Other 3	437	238	(143)	-	(125)	407
		3,554	1,085	(1,164)	-	(394)	3,081
	Short-term provisions	1,433					1,343
	Long-term provisions	2,121					1,738
		3,554					3,081
		Balance at December 31, 2010	Additions	Deductions/ Payments and other releases	Acquisitions	Effects of Foreign Exchange and other movements	Balance at December 31, 2011
	Environmental (see note 24)	730	85	(61)	36	(57)	733
	Asset retirement obligations	342	22	(14)	10	7	367
	Site restoration	85	29	(25)	-	(1)	88
	Staff related obligations	152	53	(53)	-	1	153
	Voluntary separation plans 1	81	123	(110)	-	9	103
	Litigation and other (see note 24) 2	1,071	196	(295)	-	(68)	904
	Tax claims	274	144	(17)	-	(70)	331
	Competition/Antitrust claims	234	1	(228)	-	(7)	-
	Other legal claims	263	51	(50)	-	9	273
	Other unasserted claims	300	-	-	-	-	300
	Commercial agreements and onerous contracts	213	62	(141)	3	(9)	128
	Other 3	407	125	(166)	3	(31)	338
		3,081	695	(865)	52	(149)	2,814
	Short-term provisions	1,343					1,213
	Long-term provisions	1,738					1,601
		3,081					2,814
*	A movement of (167) is related to the transfer of provisions to liabilities held for sale and distribution.

¹                                       In 2010, new voluntary separation plans were announced in Mexico, Kazakhstan, Ukraine and France. As of December 2010, the outstanding provision relates to remaining plans primarily in USA, France, Poland, Germany, Bosnia, Mexico, Romania and Czech Republic. In 2011, new voluntary separation plans were launched in Romania, Ukraine, Kazakhstan, Czech Republic and France. The outstanding balance relates primarily to the plans in Romania, Czech Republic, USA and France, which are expected to be settled within one year.

²                                       In previously filed financial statements the caption litigation and other was presented as a single line item. In order to provide further clarity to the class of provisions for litigation, amounts relating to tax claims, competition/antitrust claims, other legal claims, and other unasserted claims, have been presented separately in the tabular disclosure. The provision presented as “other unasserted claims” relates to a commercial dispute in respect of which no legal action has commenced.

³                       Other includes provisions for technical warranties, guarantees.

There are uncertainties regarding the timing and amount of the provisions above. Changes in underlying facts and circumstances for each provision could result in differences in the amounts provided for and the actual outflows. In general, provisions are presented on a non-discounted basis due to the uncertainties regarding the timing or the short period of their expected consumption.

F-64

Environmental provisions have been estimated based on internal and third-party estimates of contaminations, available remediation technology, and environmental regulations. Estimates are subject to revision as further information develops or circumstances change. These provisions are expected to be consumed over a period of 20 years.

Provisions for site restoration are related to costs incurred for dismantling of site facilities, mainly in France, and are expected to be settled within two years.

Provisions for staff related obligations concern primarily USA and Brazil and are related to various employees’ compensations.

Provisions for litigation related to probable losses that have been incurred due to a present legal or constructive obligation are expected to be settled in a period of one to four years. Discussion regarding legal matters is provided in note 24.

Provisions for onerous contracts are related to unavoidable costs of meeting obligations exceeding expected economic benefits under certain contracts. The provision is recognized for the amount of the expected net loss or the cost of fulfilling the contract.

NOTE 21: ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities are comprised of the following as of December 31:

	2010	2011
Accrued payroll and employee related expenses	1,933	1,882
Collection under TSR programs	1,157	1,287
Payable from acquisition of intangible, tangible & financial assets	933	1,190
Other suppliers payables	1,526	1,092
Revaluation of derivative instruments	402	222
Other amounts due to public authorities	828	733
Unearned revenue and accrued payables	121	218
Total	6,900	6,624

NOTE 22: COMMITMENTS

The Company’s commitments consist of the following:

	December 31,
	2010	2011
Purchase commitments	21,937	22,137
Guarantees, pledges and other collateral	3,621	3,455
Non-cancellable operating leases	2,944	2,410
Capital expenditure commitments	1,660	1,101
Other commitments	2,519	3,455
Total	32,681	32,558

Purchase commitments

Purchase commitments consist primarily of major agreements for procuring iron ore, coking coal, coke and hot metal. The Company also has a number of agreements for electricity, industrial and natural gas, as well as freight contracts.

Purchase commitments include commitments related to joint ventures and associates for 1,317 and 1,167 as of December 31, 2010 and 2011, respectively.

Guarantees, pledges and other collateral

Guarantees are mainly related to letters of credit, sureties, first demand guarantees and documentary guarantees used in the normal course of business to guarantee performance obligations. They also include 57 and18 of guarantees in relation to debt of non-consolidated entities as of December 31, 2010 and 2011, respectively. Pledges and other collateral mainly relate to mortgages entered into by the Company’s Operating Subsidiaries. 

Guarantees, pledges and other collateral include commitments related to joint ventures and associates for 149 and 25 as of December 31, 2010 and 2011, respectively.

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Non-cancellable operating leases

The Company leases various facilities, land and equipment under non-cancellable lease arrangements. Future minimum lease payments required under operating leases that have initial or remaining non-cancellable terms as of December 31, 2011 according to maturity periods are as follows:

Less than 1 year	416
1-3 years	669
4-5 years	451
More than 5 years	874
Total	2,410

The operating leases are mainly related to plant, machinery and equipment (2,066), land (191) and buildings (109).

Capital expenditure commitments

Capital expenditure commitments mainly relate to commitments associated with purchase of subsidiaries such as the following share retention agreements:

ArcelorMittal Temirtau has entered into share retention agreements with the EBRD and the International Finance Corporation (“IFC”). Until the date on which the EBRD and IFC loans have been repaid in full, ArcelorMittal Temirtau’s holding company or its nominee shall not, unless EBRD and IFC otherwise agree in writing, transfer, assign, pledge, dispose or encumber 67% of its share holding in ArcelorMittal Temirtau.

The Company has entered into a share pledge agreement with AVAS for 100% of its shareholding in ArcelorMittal Tubular Products Roman’s share capital with respect to its investment commitment from 2003 to February 1, 2014.

The Company has also entered into a share pledge agreement with AVAS for 15.7% of its shareholding in ArcelorMittal Hunedoara’s share capital towards its capital expenditure commitments for five years commencing April 2004. This share pledge agreement is still effective on December 31, 2011, as the Company did not receive written confirmation from AVAS on due fulfillment of the investment obligations undertaken for the five investment years.

Other commitments given

Other commitments given comprise commitments incurred for the long-term use of goods belonging to a third party, credit lines confirmed to customers but not drawn and commitments relating to grants.

NOTE 23: DEFERRED EMPLOYEE BENEFITS

ArcelorMittal’s Operating Subsidiaries have different types of pension plans for their employees. Also, some of the Operating Subsidiaries offer other post-employment benefits, principally healthcare. The expense associated with these pension plans and employee benefits, as well as the carrying amount of the related liability/asset on the statements of financial position are based on a number of assumptions and factors such as the discount rate, expected compensation increases, expected return on plan assets, future healthcare cost trends and market value of the underlying assets. Actual results that differ from these assumptions are accumulated and amortized over future periods and, therefore, will affect the statements of operations and the recorded obligation in future periods. The total accumulated unrecognized actuarial loss amounted to 2,792 for pensions and 1,352 for other post retirement benefits as of December 31, 2011.

The Company agreed in 2008 to transfer to ArcelorMittal USA a number of shares held in treasury equal to a fair value of 130, subject to certain adjustments, in several tranches until the end of 2010 to provide a means for ArcelorMittal USA to meet its cash funding requirements to the ArcelorMittal USA Pension Trust. The first tranche, consisting of 1,121,995 treasury shares, was transferred on December 29, 2008 for consideration of $23.72 per share, the New York Stock Exchange opening price on December 23, 2008. The second tranche, consisting of 119,070 treasury shares, was transferred on June 29, 2009 for consideration of $32.75 per share, the New York Stock Exchange opening price on June 26, 2009. The third tranche, consisting of 1,000,095 treasury shares, was transferred on September 15, 2009, for consideration of $39.00 per share, the New York Stock Exchange opening price on September 14, 2009. There were no transfers in 2010 and 2011.

Pension Plans

A summary of the significant defined benefit pension plans is as follows:

U.S.

ArcelorMittal USA’s Pension Plan and Pension Trust is a non-contributory defined benefit plan covering approximately 19% of its employees. Certain non-represented salaried employees hired before 2003 also receive pension benefits. Benefits for most non-represented employees who receive pension benefits are determined under a “Cash Balance” formula as an account

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balance which grows as a result of interest credits and of allocations based on a percentage of pay. Benefits for other non-represented salaried employees who receive pension benefits are determined as a monthly benefit at retirement depending on final pay and service. Benefits for wage and salaried employees represented by a union are determined as a monthly benefit at retirement based on fixed rate and service. This plan is closed to new participants. Represented employees hired after November 2005 and for employees at locations which were acquired from International Steel Group Inc. receive pension benefits through a multiemployer pension plan that is accounted for as a defined contribution plan.

Canada

The primary pension plans are those of ArcelorMittal Dofasco and ArcelorMittal Mines Canada. The ArcelorMittal Dofasco pension plan is a hybrid plan providing the benefits of both a defined benefit and defined contribution pension plan. The defined contribution component is financed by both employer and employee contributions. The employer’s defined contribution is based on a percentage of company profits. The defined benefit component of this plan was closed for new hires on December 31, 2011 and replaced by a new defined contribution pension plan.

The ArcelorMittal Mines Canada defined benefit plan provides salary related benefit for non-union employees and a flat dollar pension depending on an employee’s length of service. This plan was closed for new hires on December 31, 2009, and replaced by a defined contribution pension plan with contributions related to age and services. The ArcelorMittal Mines Canada hourly workers’ defined benefit plan is a unionized plan and is still open to new hires.

Brazil

The primary defined benefit plans, financed through trust funds, have been closed to new entrants. Brazilian entities have all established defined contribution plans that are financed by employer and employee contributions.

Europe

Certain European Operating Subsidiaries maintain primarily unfunded defined benefit pension plans for a certain number of employees. Benefits are based on such employees’ length of service and applicable pension table under the terms of individual agreements. Some of these unfunded plans have been closed to new entrants and replaced by defined contributions pension plans for active members financed by employer and employee contributions.

South Africa

There are two primary defined benefit pension plans. These plans are closed to new entrants. The assets are held in pension funds under the control of the trustees and both funds are wholly funded for qualifying employees. South African entities have also implemented defined contributions pension plans that are financed by employers’ and employees’ contributions.

Other

A limited number of funded defined benefit plans are in place in countries where funding of multi-employer pension plans is mandatory.

Plan Assets

The weighted-average asset allocations for the funded defined benefit pension plans by asset category were as follows:

	December 31, 2010
	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Equity Securities	55%	56%	8%	10%	40%	32%
Fixed Income (including cash)	25%	42%	90%	79%	60%	68%
Real Estate	4%	-	-	1%	-	-
Other	16%	2%	2%	10%	-	-
Total	100%	100%	100%	100%	100%	100%
	December 31, 2011
	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Equity Securities	52%	57%	8%	7%	41%	39%
Fixed Income (including cash)	25%	41%	91%	83%	59%	61%
Real Estate	5%	-	-	1%	-	-
Other	18%	2%	1%	9%	-	-
Total	100%	100%	100%	100%	100%	100%

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These assets do not include any direct investment in ArcelorMittal or in property or other assets occupied or used by ArcelorMittal except for the transaction explained previously. This does not exclude ArcelorMittal shares included in mutual fund investments. The invested assets produced an actual return of 699 and 184 in 2010 and 2011, respectively.

The Finance and Retirement Committees of the Board of Directors for the respective Operating Subsidiaries have general supervisory authority over the respective trust funds. These committees have established the following asset allocation targets. These targets are considered benchmarks and are not mandatory.

	December 31, 2011
	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Equity Securities	62%	59%	8%	10%	40%	32%
Fixed Income (including cash)	24%	41%	92%	80%	60%	66%
Real Estate	5%	-	-	1%	-	1%
Other	9%	-	-	9%	-	1%
Total	100%	100%	100%	100%	100%	100%

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The following tables detail the reconciliation of defined benefit obligation, plan assets and statements of financial position.

	Year Ended December 31, 2010
	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Change in benefit obligation
Benefit obligation at beginning of the period	10,612	3,270	2,888	799	2,544	910	201
Service cost	158	49	50	11	38	-	10
Interest cost	666	180	182	88	113	83	20
Plan amendments	40	-	15	-	3	-	22
Plan participants’ contribution	4	-	1	2	-	-	1
Acquisition	(9)	-	-	-	-	-	(9)
Curtailments and settlements	(9)	-	-	-	2	(3)	(8)
Actuarial loss	642	261	189	24	5	68	95
Benefits paid	(757)	(241)	(193)	(47)	(172)	(85)	(19)
Foreign currency exchange rate differences and other movements	64	-	129	25	(201)	118	(7)
Benefit obligation at end of the period	11,411	3,519	3,261	902	2,332	1,091	306
Change in plan assets
Fair value of plan assets at beginning of the period	7,195	2,141	2,396	885	644	1,021	108
Expected return on plan assets	590	178	184	97	23	99	9
Actuarial gain (loss)	109	67	55	6	16	(34)	(1)
Employer contribution	484	166	262	14	41	-	1
Plan participants’ contribution	4	-	1	2	-	-	1
Settlements	(3)	-	-	-	-	(3)	-
Benefits paid	(611)	(237)	(192)	(47)	(45)	(85)	(5)
Foreign currency exchange rate differences and other movements	207	-	116	29	(55)	122	(5)
Fair value of plan assets at end of the period	7,975	2,315	2,822	986	624	1,120	108
Present value of the wholly or partly funded obligation	(9,882)	(3,486)	(3,246)	(902)	(1,063)	(1,091)	(94)
Fair value of plan assets	7,975	2,315	2,822	986	624	1,120	108
Net present value of the wholly or partly funded obligation	(1,907)	(1,171)	(424)	84	(439)	29	14
Present value of the unfunded obligation	(1,529)	(33)	(15)	-	(1,269)	-	(212)
Unrecognized net actuarial loss (gain)	1,979	1,318	390	45	111	(4)	119
Unrecognized past service cost	5	-	5	-	-	-	-
Prepaid due to unrecoverable surpluses	(148)	-	-	(121)	(2)	(25)	-
Net amount recognized	(1,600)	114	(44)	8	(1,599)	-	(79)
Net assets related to funded obligations	317	186	101	13	-	-	17
Recognized liabilities	(1,917)	(72)	(145)	(5)	(1,599)	-	(96)
Amount included above related to discontinued operations	(83)	-	-	-	(83)	-	-

		Year Ended December 31, 2011
		TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
	Change in benefit obligation
	Benefit obligation at beginning of the period	11,411	3,519	3,261	902	2,332	1,091	306
	Service cost	164	44	59	12	37	-	12
	Interest cost	663	171	186	93	110	78	25
	Plan amendments	26	-	20	-	6	-	-
	Plan participants’ contribution	4	-	1	2	-	-	1
	Divestitures1	(189)	-	-	(102)	(87)	-	-
	Curtailments and settlements	(7)	-	-	-	(3)	-	(4)
	Actuarial (gain) loss	582	262	245	81	(30)	18	6
	Benefits paid	(787)	(242)	(197)	(53)	(169)	(105)	(21)
	Foreign currency exchange rate differences and other movements	(361)	-	(45)	(55)	(48)	(209)	(4)
	Benefit obligation at end of the period	11,506	3,754	3,530	880	2,148	873	321
	Change in plan assets
	Fair value of plan assets at beginning of the period	7,975	2,315	2,822	986	624	1,120	108
	Expected return on plan assets	618	191	208	88	25	99	7
	Actuarial gain (loss)	(434)	(185)	(215)	(3)	(21)	(13)	3
	Employer contribution	437	99	279	16	42	-	1
	Plan participants’ contribution	4	-	1	2	-	-	1
	Divestitures1	(186)	-	-	(186)	-	-	-
	Benefits paid	(649)	(238)	(196)	(53)	(53)	(105)	(4)
	Foreign currency exchange rate differences and other movements	(319)	-	(33)	(49)	(19)	(216)	(2)
	Fair value of plan assets at end of the period	7,446	2,182	2,866	801	598	885	114
	Present value of the wholly or partly funded obligation	(10,112)	(3,723)	(3,514)	(880)	(1,021)	(873)	(101)
	Fair value of plan assets	7,446	2,182	2,866	801	598	885	114
	Net present value of the wholly or partly funded obligation	(2,666)	(1,541)	(648)	(79)	(423)	12	13
	Present value of the unfunded obligation	(1,394)	(31)	(16)	-	(1,127)	-	(220)
	Unrecognized net actuarial loss	2,792	1,629	823	128	95	-	117
	Unrecognized past service cost	7	-	7	-	-	-	-
	Prepaid due to unrecoverable surpluses	(66)	-	-	(51)	(3)	(12)	-
	Net amount recognized	(1,327)	57	166	(2)	(1,458)	-	(90)
	Net assets related to funded obligations	326	122	181	6	-	-	17
	Recognized liabilities	(1,653)	(65)	(15)	(8)	(1,458)	-	(107)
1	Divestitures are mainly related to the spin-off of Aperam

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Asset Ceiling

The amount not recognized in the fair value of plan assets due to the asset ceiling was 148 and 66 at December 31, 2010 and 2011, respectively.

The following tables detail the components of net periodic pension cost:

	Year Ended December 31, 2009
	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Net periodic pension cost (benefit)
Service cost	160	53	51	10	37	-	9
Interest cost	635	183	168	70	126	71	17
Expected return on plan assets	(479)	(156)	(140)	(79)	(23)	(71)	(10)
Charges due to unrecoverable surpluses	13	-	3	10	-	-	-
Curtailments and settlements	(13)	-	-	1	(11)	-	(3)
Amortization of unrecognized past service cost	72	26	6	-	35	-	5
Amortization of unrecognized actuarial loss	201	184	10	6	-	-	1
Total	589	290	98	18	164	-	19
Amount included above related to discontinued operations	4	-	-	-	4	-	-
	Year Ended December 31, 2010
	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Net periodic pension cost (benefit)
Service cost	158	49	50	11	38	-	10
Interest cost	666	180	182	88	113	83	20
Expected return on plan assets	(590)	(178)	(184)	(97)	(23)	(99)	(9)
Charges due to unrecoverable surpluses	(79)	-	(3)	14	-	(90)	-
Curtailments and settlements	4	-	-	-	5	-	(1)
Amortization of unrecognized past service cost	37	2	10	-	3	-	22
Amortization of unrecognized actuarial loss	225	118	1	2	(2)	106	-
Total	421	171	56	18	134	-	42
Amount included above related to discontinued operations	4	-	-	-	4	-	-
	Year Ended December 31, 2011
	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Net periodic pension cost (benefit)
Service cost	164	44	59	12	37	-	12
Interest cost	663	171	186	93	110	78	25
Expected return on plan assets	(618)	(191)	(208)	(88)	(25)	(99)	(7)
Charges due to unrecoverable surpluses	(5)	-	-	4	-	(9)	-
Curtailments and settlements	(3)	-	-	-	-	-	(3)
Amortization of unrecognized past service cost	24	-	18	-	6	-	-
Amortization of unrecognized actuarial loss	192	136	10	6	6	30	4
Total	417	160	65	27	134	-	31

Other post-employment benefits

ArcelorMittal’s principal Operating Subsidiaries in the U.S., Canada and Europe, among certain others, provide other post-employment benefits (“OPEB”), including medical benefits and life insurance benefits, to retirees. Substantially all union-represented ArcelorMittal USA employees are covered under post-employment life insurance and medical benefit plans that require deductible and co-insurance payments from retirees. The post-employment life insurance benefit formula used in the determination of post-employment benefit cost is primarily based on applicable annual earnings at retirement for salaried employees and specific amounts for hourly employees. ArcelorMittal USA does not pre-fund most of these post-employment benefits.

The current labor agreement between ArcelorMittal USA and the United Steelworkers of America modified payments into an existing Voluntary Employee Beneficiary Association (“VEBA”) trust. The VEBA primarily provides limited healthcare benefits to the retirees of certain companies whose assets were acquired (referred to as Legacy Retirees). Contributions into the trust under the prior labor agreement were calculated based on quarterly operating income and on certain overtime hours worked. Benefits paid were based on the availability of funds in the VEBA. Under the current agreement, ArcelorMittal USA contributes a

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fixed amount of 25 per quarter. An agreement with the union allowed ArcelorMittal USA to defer these payments in 2009 and for the first three quarters of 2010. Payments resumed in the fourth quarter of 2010. These deferred contributions must be paid to the fund by August 31, 2012. Before that date, ArcelorMittal USA will make additional quarterly contributions calculated with the reference to its operating income.

The Company has significant assets mostly in the aforementioned VEBA post employment benefit plans. These assets consist of 99% in fixed income and 1% in cash. The total fair value of the assets in the VEBA trust was 474 as of December 31, 2011.

Summary of changes in the other post employment benefit obligation and changes in plan assets are as follows:

		Year Ended December 31, 2010
		TOTAL	U.S.	CANADA	BRAZIL	EUROPE	OTHERS
	Change in post-employment benefit obligation
	Benefit obligation at beginning of period	5,416	3,963	778	5	564	106
	Service cost	61	24	10	-	21	6
	Interest cost	313	226	51	-	29	7
	Participants contribution	32	32	-	-	-	-
	Plan amendment	82	-	(1)	-	83	-
	Actuarial loss	694	576	47	-	55	16
	Benefits paid	(344)	(243)	(40)	(1)	(46)	(14)
	Curtailments and settlements	(2)	-	(2)	-	-	-
	Foreign currency exchange rate changes and other movements	(6)	(3)	42	(1)	(33)	(11)
	Benefits obligation at end of period	6,246	4,575	885	3	673	110
	Present value of the wholly or partly funded obligation	(1,392)	(1,302)	-	-	(90)	-
	Fair value of plan assets	517	502	-	-	15	-
	Net present value of the wholly or partly funded obligation	(875)	(800)	-	-	(75)	-
	Present value of the unfunded obligation	(4,854)	(3,273)	(885)	(3)	(583)	(110)
	Unrecognized net actuarial loss (gain)	1,020	1,195	(205)	-	7	23
	Unrecognized past service cost	128	58	-	-	70	-
	Net amount recognized	(4,581)	(2,820)	(1,090)	(3)	(581)	(87)
	Amount included above related to discontinued operations	(58)	-	-	(3)	(55)	-
		Year Ended December 31, 2011
		TOTAL	U.S.	CANADA	BRAZIL	EUROPE	OTHERS
	Change in post-employment benefit obligation
	Benefit obligation at beginning of period	6,246	4,575	885	3	673	110
	Service cost	76	32	13	-	23	8
	Interest cost	324	236	50	-	29	9
	Participants contribution	28	28	-	-	-	-
	Plan amendment	19	-	4	-	15	-
	Actuarial loss (gain)	376	284	59	-	(19)	52
	Benefits paid	(325)	(234)	(45)	-	(37)	(9)
	Curtailments and settlements	(32)	-	(1)	-	(31)	-
	Divestitures 1	(68)	-	-	(3)	(65)	-
	Foreign currency exchange rate changes and other movements	(44)	-	(17)	-	(22)	(5)
	Benefits obligation at end of period	6,600	4,921	948	-	566	165
	Present value of the wholly or partly funded obligation	(1,427)	(1,344)	-	-	(83)	-
	Fair value of plan assets	529	514	-	-	15	-
	Net present value of the wholly or partly funded obligation	(898)	(830)	-	-	(68)	-
	Present value of the unfunded obligation	(5,173)	(3,577)	(948)	-	(483)	(165)
	Unrecognized net actuarial loss (gain)	1,352	1,419	(129)	-	(10)	72
	Unrecognized past service cost	61	2	1	-	58	-
	Net amount recognized	(4,658)	(2,986)	(1,076)	-	(503)	(93)
1	Divestitures are mainly related to the spin-off of Aperam

The following tables detail the components of net periodic other post-employment cost:

	Year Ended December 31, 2009
Components of net periodic OPEB cost (benefit)	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	OTHERS
Service cost	60	26	10	-	19	5
Interest cost	299	217	46	-	29	7
Expected return on plan assets	(39)	(38)	-	-	(1)	-
Curtailments and settlements	(70)	-	-	-	(70)	-
Amortization of unrecognized past service cost	110	92	-	-	18	-
Amortization of unrecognized actuarial (gain) loss	35	32	(16)	(1)	19	1
Total	395	329	40	(1)	14	13
Amount included above related to discontinued operations	(1)	-	-	(1)	-	-
	Year Ended December 31, 2010
Components of net periodic OPEB cost (benefit)	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	OTHERS
Service cost	61	24	10	-	21	6
Interest cost	313	226	51	-	29	7
Expected return on plan assets	(33)	(32)	-	-	(1)	-
Curtailments and settlements	(3)	-	(3)	-	-	-
Amortization of unrecognized past service cost	79	71	(1)	-	9	-
Amortization of unrecognized actuarial (gain) loss	56	42	(18)	-	30	2
Total	473	331	39	-	88	15
Amount included above related to discontinued operations	6	-	-	-	6	-
	Year Ended December 31, 2011
Components of net periodic OPEB cost (benefit)	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	OTHERS
Service cost	76	32	13	-	23	8
Interest cost	324	236	50	-	29	9
Expected return on plan assets	(32)	(31)	-	-	(1)	-
Curtailments and settlements	(28)	-	(1)	-	(27)	-
Amortization of unrecognized past service cost	74	56	3	-	15	-
Amortization of unrecognized actuarial (gain) loss	78	85	(14)	-	4	3
Total	492	378	51	-	43	20

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The following tables detail where the expense is recognized in the consolidated statements of operations:

	Year Ended December 31,
	2009	2010	2011
Net periodic pension cost	589	421	417
Net periodic OPEB cost	395	473	492
Total	984	894	909
Cost of sales	521	496	503
Selling, general and administrative expense	47	42	69
Financing costs - net	416	356	337
Total	984	894	909

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Weighted-average assumptions used to determine benefit obligations at December 31,

	Pension Plans			Other Post-employment Benefits
	2009	2010	2011	2009	2010	2011
Discount rate	4.97% – 15 %	4.75% – 14%	4.3 % - 10.46 %	4.5% – 10.77 %	4.5% –  10.77 %	4 % - 7.5 %
Rate of compensation increase	1.71% – 14 %	2.5% – 13 %	2.31 % - 9.7 %	2% – 7.12 %	2% –  6.32 %	2 % - 4.5 %
Expected long-term rate of return on plan assets	3.52% –  11.26 %	3.5% – 10.78 %	3.5 % - 12.2 %	4.5% – 6.12 %	4.5% –  6.18 %	4.5 % - 6.17 %

In 2011, the Company refined its method of determining the discount rate for the plans domiciled in the Euro zone. In the past, the Company relied on a published index tied to high quality bonds. Under the refined method, the discount rate is derived from a yield curve of high quality bonds with durations that more closely align with the plans' cash flows. This approach, which the Company believes is more consistent with the amount and timing of expected benefit payments, decreased the defined benefit obligation at December 31, 2011 by 167 million (60 basis points on the discount rate). Had a similar method been applied during 2010, there would not have been a material impact on the defined benefit obligation as of December 31, 2010.

Healthcare Cost Trend Rate

	Other Post-employment Benefits
	2009	2010	2011
Healthcare cost trend rate assumed	3.00% – 5.40 %	2.00% –  5.18 %	2.00% –  5.38 %

Cash Contributions

In 2012, the Company is expecting its cash contributions to amount to 761 for pension plans, 398 for other post employment benefits plans and 175 for the defined contribution plans. Cash contributions to the defined contribution plans, sponsored by the Company, were 173 in 2011.

Statements of Financial Position

Total deferred employee benefits including pension or other post-employment benefits, are as follows:

	December 31,
	2010	2011
Pension plan benefits	1,834	1,653
Other post-employment benefits	4,523	4,658
Early retirement benefits	761	684
Other long-term employee benefits	62	165
Total	7,180	7,160

Other long-term employee benefits represent liabilities related to multi-employer plans and other long term defined contribution plans.

Sensitivity analysis

The following information illustrates the sensitivity to a change in certain assumptions related to ArcelorMittal’s pension plans (as of December 31, 2011, the defined benefit obligation (“DBO”) for pension plans was 11,506):

	Effect on 2012 Pre-Tax  Pension Expense (sum of service cost and interest cost)	Effect of December 31, 2011 DBO
Change in assumption
100 basis points decrease in discount rate	(22)	1,291
100 basis points increase in discount rate	15	(1,093)
100 basis points decrease in rate of compensation	(33)	(280)
100 basis points increase in rate of compensation	38	309
100 basis points decrease in expected return on plan assets	(74)	-
100 basis points increase in expected return on plan assets	74	-

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The following table illustrates the sensitivity to a change in the discount rate assumption related to ArcelorMittal’s OPEB plans (as of December 31, 2011 the DBO for post-employment benefit plans was 6,600):

	Effect on 2012 Pre-Tax  Pension Expense (sum of service cost and interest cost)	Effect of December 31, 2011 DBO
Change in assumption
100 basis points decrease in discount rate	(14)	872
100 basis points increase in discount rate	10	(716)
100 basis points decrease in healthcare cost trend rate	(41)	(644)
100 basis points increase in healthcare cost trend rate	50	770

The above sensitivities reflect the effect of changing one assumption at a time. Actual economic factors and conditions often affect multiple assumptions simultaneously, and the effects of changes in key assumptions are not necessarily linear.

Experience adjustments

The five year history of the present value of the defined benefit obligations, the fair value of the plan assets and the surplus or the deficit in the pension plans is as follows:

	At December 31,
	2007	2008	2009	2010	2011
Present value of the defined benefit obligations	(10,512)	(9,359)	(10,612)	(11,411)	(11,506)
Fair value of the plan assets	8,091	5,788	7,195	7,975	7,446
Deficit	(2,421)	(3,571)	(3,417)	(3,436)	(4,060)
Experience adjustments: (increase)/decrease plan liabilities	(195)	(122)	(161)	(11)	(46)
Experience adjustments: increase/(decrease) plan assets	(201)	(1,712)	471	109	(436)

This table illustrates the present value of the defined benefit obligations, the fair value of the plan assets and the surplus or the deficit for the OPEB plans:

	At December 31,
	2007	2008	2009	2010	2011
Present value of the defined benefit obligations	(2,805)	(5,254)	(5,416)	(6,246)	(6,600)
Fair value of the plan assets	49	635	577	517	529
Deficit	(2,756)	(4,619)	(4,839)	(5,729)	(6,071)
Experience adjustments: (increase)/decrease plan liabilities	(33)	(142)	14	(64)	1
Experience adjustments: increase/(decrease) plan assets	-	(19)	11	9	(27)

NOTE 24: CONTINGENCIES

ArcelorMittal may be involved in litigation, arbitration or other legal proceedings. Provisions related to legal and arbitration proceedings are recorded in accordance with the principles described in Note 2.

Most of these claims involve highly complex issues. Often these issues are subject to substantial uncertainties and, therefore, the probability of loss and an estimation of damages are difficult to ascertain. Consequently, for a large number of these claims, the Company is unable to make a reasonable estimate of the expected financial effect that will result from ultimate resolution of the proceeding. In those cases, the Company has disclosed information with respect to the nature of the contingency. The Company has not accrued a reserve for the potential outcome of these cases.

In the cases in which quantifiable fines and penalties have been assessed, the Company has indicated the amount of such fine or penalty or the amount of provision accrued that is the estimate of the probable loss.

In a limited number of ongoing cases, the Company was able to make a reasonable estimate of the expected loss or range of probable loss and has accrued a provision for such loss, but believes that publication of this information on a case-by-case basis would seriously prejudice the Company’s position in the ongoing legal proceedings or in any related settlement discussions. Accordingly, in these cases, the Company disclosed information with respect to the nature of the contingency, but has not disclosed its estimate of the range of potential loss.

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These assessments can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. The assessments are based on estimates and assumptions that have been deemed reasonable by management. The Company believes that the aggregate provisions recorded for the above matters are adequate based upon currently available information. However, given the inherent uncertainties related to these cases and in estimating contingent liabilities, the Company could, in the future, incur judgments that could have a material adverse effect on its results of operations in any particular period. The Company considers it highly unlikely, however, that any such judgments could have a material adverse effect on its liquidity or financial condition.

Environmental Liabilities

ArcelorMittal’s operations are subject to a broad range of laws and regulations relating to the protection of human health and the environment at its multiple locations and operating subsidiaries. As of December 31, 2011, excluding asset retirement obligations, ArcelorMittal had established provisions of 733 for environmental remedial activities and liabilities.  The provisions by geographic area were 356 in Europe, 197 in the United States, 153 in South Africa and 24 in Canada. In addition, ArcelorMittal and the previous owners of its facilities have expended substantial amounts to achieve or maintain ongoing compliance with applicable environmental laws and regulations. ArcelorMittal expects to continue to expend resources in this respect in the future.

United States

ArcelorMittal’s operations in the United States have environmental provisions of 197 (exclusive of asset retirement obligations) to address existing environmental liabilities of which 22 is for 2012. The environmental provisions principally relate to investigation, monitoring and remediation of soil and groundwater at ArcelorMittal’s current and former facilities. ArcelorMittal USA’s largest environmental provisions relate to investigation and remediation at Indiana Harbor East, Lackawanna, and its closed mining operations in southwestern Pennsylvania. ArcelorMittal USA’s environmental provisions also include 35, with anticipated spending of 5 during 2012, to specifically address the removal and disposal of asbestos-containing materials and polychlorinated biphenyls (“PCBs”). The environmental provisions include 2 to address ArcelorMittal USA’s potential liability at two Superfund sites.

All of ArcelorMittal’s major operating and former operating sites in the United States are or may be subject to a corrective action program or other laws and regulations relating to environmental remediation, including projects relating to the reclamation of industrial properties. In some cases, soil or groundwater contamination requiring remediation is present at both currently operating and former ArcelorMittal facilities. In other cases, the Company is required to conduct studies to determine the extent of contamination, if any, that exists at these sites.

ArcelorMittal USA is also a potentially responsible party at  least two state and federal Superfund sites. Superfund and analogous US state laws can impose liability for the entire cost of clean-up at a site upon current or former site owners or operators or parties who sent hazardous substances to the site, regardless of fault or the lawfulness of the activity that caused the contamination. ArcelorMittal USA may incur additional costs or liabilities at these sites if additional clean-up is required, private parties may sue ArcelorMittal USA for personal injury or property damage, or other responsible parties may sue for reimbursement of costs incurred to clean up sites. ArcelorMittal USA may also be named as a potentially responsible party at other sites if its hazardous substances were disposed of at a site that later becomes a Superfund site.

In 1990, ArcelorMittal USA’s Indiana Harbor East facility was party to a lawsuit filed by the U.S. Environmental Protection Agency (the “EPA”) under the U.S. Resource Conservation and Recovery Act (“RCRA”). In 1993, ArcelorMittal USA entered into a Consent Decree, which, among other things, requires facility-wide RCRA Corrective Action and sediment assessment and remediation in the adjacent Indiana Harbor Ship Canal. ArcelorMittal USA’s provisions for environmental liabilities include approximately 25 for sediment assessment and remediation at this site, and 9 for RCRA Corrective Action. Remediation ultimately may be necessary for other contamination that may be present at Indiana Harbor East, but the potential costs of any such remediation cannot yet be reasonably estimated.

ArcelorMittal USA’s properties in Lackawanna, New York are subject to an Administrative Order on Consent with the EPA requiring facility-wide RCRA Corrective Action. The Administrative Order, entered into in 1990 by the former owner, Bethlehem Steel, requires the Company to perform a Remedial Facilities Investigation (“RFI”) and a Corrective Measures Study, to implement appropriate interim and final remedial measures, and to perform required post-remedial closure activities. In 2006, the New York State Department of Environmental Conservation and the EPA conditionally approved the RFI. ArcelorMittal USA has executed Orders on Consent to perform certain interim corrective measures while advancing the Corrective Measures Study. These include installation and operation of a ground water treatment system and dredging of a local waterway known as Smokes Creek. The Company executed a Corrective Measure Order on Consent in 2009 for other site remediation activities. ArcelorMittal USA’s provisions for environmental liabilities include approximately 44 for anticipated remediation and post-remediation activities at this site. The provision is based on the extent of soil and groundwater contamination identified by the RFI and the remedial measures likely to be required, including excavation and consolidation of containment structures in an on-site landfill and continuation of groundwater pump and treatment systems.

ArcelorMittal USA is required to prevent acid mine drainage from discharging to surface waters at its closed mining operations in southwestern Pennsylvania. In 2003, ArcelorMittal USA entered into a Consent Order and Agreement with the Pennsylvania Department of Environmental Protection (the “PaDEP”) requiring submission of an operational improvement plan

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to improve treatment facility operations and lower long-term wastewater treatment costs. The Consent Order and Agreement also required ArcelorMittal USA to propose a long-term financial assurance mechanism. In 2004, ArcelorMittal USA entered into a revised Consent Order and Agreement outlining a schedule for implementation of capital improvements and requiring the establishment of a treatment trust that the PaDEP has estimated to be the net present value of all future treatment cost. ArcelorMittal USA has been funding the treatment trust and has a period of several years to reach the current target value of approximately 44. This target value is based on average spending over the last three years. The Company currently expects this rate of spending and the target value to decrease once the operational improvement plans are in place. The trust had a market value of 19 at December 31, 2011.  After the treatment trust is fully funded, ArcelorMittal can be reimbursed from the treatment trust fund for the continuing cost of treatment of acid mine drainage. Although remote, ArcelorMittal USA could be required to make up any deficiency in the treatment trust in the future. ArcelorMittal USA’s provisions for environmental liabilities include approximately 27 for this matter.

On August 8, 2006, the U.S. EPA Region V issued ArcelorMittal USA’s Burns Harbor, Indiana facility a Notice of Violation (“NOV”) alleging that in early 1994 the facility (then owned by Bethlehem Steel, from whom the assets were acquired out of bankruptcy) commenced a major modification of its #2 Coke Battery without obtaining a Prevention of Significant Deterioration (“PSD”) permit and has continued to operate without the appropriate PSD permit. ArcelorMittal USA has discussed the allegations with the EPA, but to date there have been no further formal proceedings. The U.S. EPA Region V also has conducted a series of inspections and issued information requests under the U.S. Clean Air Act relating to the Burns Harbor facility and several other ArcelorMittal facilities located in Indiana and Ohio. ArcelorMittal has held discussions with the EPA and state environmental agencies regarding their concerns. During such discussions, in addition to the matters raised in the NOV, the EPA alleged that ArcelorMittal’s Burns Harbor, Indiana Harbor and Cleveland facilities were non-compliant with certain requirements of the U.S. Clean Air Act. Some of the EPA’s allegations relate to recent operations and some relate to acts by former facility owners that occurred 15 to 25 years ago. In addition, at the end of October 2011, ArcelorMittal USA facilities in Indiana and Ohio received NOVs from the EPA for Title V permit self-reported deviations and excursions. Preliminary analysis by counsel indicates that the allegations related to the acts of former owners appear to be unsound and that the current operations at the Burns Harbor, Indiana Harbor and Cleveland facilities achieve high rates of compliance with existing or, where applicable, anticipated permits and regulations under the U.S. Clean Air Act. Further discussions with the EPA and affected state environmental agencies are planned with regard to the NOVs and the agencies’ concerns.

Europe

Environmental provisions for ArcelorMittal’s operations in Europe total 356 and are mainly related to investigation and remediation of environmental contamination at current and former operating sites in France (122), Belgium (82), Luxembourg (71), Germany (35), Poland (27), Czech Republic (12) and Spain (7). This investigation and remediation work relates to various matters such as decontamination of water discharges, waste disposal, cleaning water ponds and remediation activities that involve the clean-up of soil and groundwater. These provisions also relate to human health protection measures such as fire prevention and additional contamination prevention measures to comply with local health and safety regulations.

France

In France, there is an environmental provision of 122, principally relating to the remediation of former sites, including several coke plants, and the capping and monitoring of landfills or basins previously used for residues and secondary materials. The remediation of the coke plants concerns mainly the Thionville, Moyeuvre Grande, Homecourt, Hagondange and  Micheville sites, and is related to treatment of soil and groundwater. At Moyeuvre Petite, the recovery of the slag is almost complete and ArcelorMittal is responsible for closure and final rehabilitation of the site. At other sites, ArcelorMittal is responsible for monitoring the concentration of heavy metals in soil and groundwater.

ArcelorMittal Atlantique et Lorraine has an environmental provision that principally relates to the remediation and improvement of storage of secondary materials, the disposal of waste at different ponds and landfills and an action plan for removing asbestos from the installations. Most of the provision relates to the stocking areas at the Dunkirk site that will need to be restored to comply with local law. The environmental provisions also include treatment of slag dumps at Florange and Dunkirk sites as well as removal and disposal of asbestos-containing material at the Dunkirk and Mardyck sites. The environmental provisions set up at ArcelorMittal Méditerranée correspond to mandatory financial guarantees to operate waste storage installations and coke oven gas holder.

Industeel France has an environmental provision that principally relates to ground remediation at Le Creusot site and to rehabilitation of waste disposal areas at Châteauneuf site.

Belgium

In Belgium, there is an environmental provision of 82, of which the most significant elements are legal obligations linked to the dismantling of steel making installations and soil treatment. Soil treatment is mainly related to cleaning of the soil at ArcelorMittal Belgium (Liège). The provisions also concern the external recovery and disposal of waste, residues or by-products that cannot be recovered internally on the ArcelorMittal Gent site and the removal and disposal of asbestos-containing material.

For Industeel Belgium and its daughter company Ringmill, there are environmental provisions concerning legal obligations linked to atmospheric emissions, waste water discharge and soil treatment.

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Luxembourg

In Luxembourg, there is an environmental provision of 71, which relates to the post-closure monitoring and remediation of former production sites, waste disposal areas, slag deposits and mining sites.

ArcelorMittal Belval and Differdange has an environmental provision to clean historical landfills in order to meet the requirements of the Luxembourg Environment Administration.

In 2007, ArcelorMittal Luxembourg sold the former Ehlerange slag deposit (93 hectares) to the State of Luxembourg. ArcelorMittal Luxembourg is contractually obligated to clean the site and move approximately 530,000 cubic meters of material to other sites. A provision of approximately 9 (included in the amount presented above) covers this obligation.

ArcelorMittal Luxembourg also has an environmental provision to secure, stabilize and conduct waterproofing treatment on mining galleries and entrances and various dumping areas in Monderçange, Dudelange, Differdange and Dommeldange. The environmental provision also relates to soil and groundwater treatment to be performed in Terre-Rouge within the next two years, elimination of sludge and blast furnace dust and remediation of the soil to accommodate the expansion of the city of Esch-sur-Alzette. Other environmental provisions concern the cleaning of water ponds and former production sites.

Germany

In Germany, the environmental provision essentially relates to ArcelorMittal Bremen for the post-closure obligations (34) mainly established for soil remediation, groundwater treatment and monitoring at the Prosper coke plant in Bottrop.

Poland

ArcelorMittal Poland S.A.’s environmental provision of 27 mainly relates to the obligation to reclaim a landfill site and to dispose of the residues which cannot be internally recycled or externally recovered. The provision also concerns the storage and disposal of iron-bearing sludge which cannot be reused in the manufacturing process.

Czech Republic

In the Czech Republic, there is an environmental provision of 12, which essentially relates to the post-closure dismantling of buildings and remediation of the corresponding areas at the Ostrava site.

Spain

In Spain, ArcelorMittal España has environmental provisions of 7 due to obligations of sealing landfills located in the Asturias site and post-closure care in accordance with national legislation.

South Africa

ArcelorMittal South Africa has environmental provisions of approximately 153 to be used over 17 years, mainly relating to environmental remediation obligations attributable to historical or legacy settling/evaporation dams and waste disposal activities. An important determinant in the final timing of the remediation work relates to the obtaining of the necessary environmental authorizations.

Approximately 47 of the provision relates to the decommissioned Pretoria Works site. This site is in a state of partial decommissioning and rehabilitation with one coke battery and a small-sections rolling facility still in operation. ArcelorMittal South Africa is in the process of transforming this old plant into an industrial hub for light industry, a process that commenced in the late 1990s. Particular effort is directed to landfill sites, with sales of slag from legacy disposal sites to vendors in the construction industry continuing unabated and encouraging progress being made at the Mooiplaats Quarry site. However, remediation actions for these sites are long-term in nature due to a complex legal process that needs to be followed.

The Vanderbijlpark Works site, which is the main flat carbon steel operation of the South Africa unit and has been in operation for more than 68 years, contains a number of legacy facilities and areas requiring retirement and remediation. Approximately 48 of the provision is allocated to this site.

The Newcastle Works site is the main long carbon steel operation of the South Africa unit that has been in operation for more than 32 years. Approximately 42 of the provision is allocated to this site. As with all operating sites of ArcelorMittal South Africa, the above retirement and remediation actions dovetail with numerous large capital expenditure projects dedicated to environmental management. In the case of the Newcastle site, the major current environmental capital project relates to water treatment.

The remainder of the obligation of approximately 16 relates to the Vereeniging and Saldanha site.

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Canada

In Canada, ArcelorMittal Dofasco has an environmental provision of approximately 17 for the expected cost of remediating toxic sediment located in the Company’s East Boatslip site. Completion of the project is required for Hamilton Harbor to be de-listed as an “Area of Concern” on the Great Lakes. ArcelorMittal Dofasco has completed preliminary engineering for a containment facility for the material and identified the extent of dredging that will be required. Activities required to secure the necessary environmental approvals for the project are underway, and ArcelorMittal Dofasco expects the project to be completed by 2015.

ArcelorMittal Montreal has an environmental provision of approximately 7 for future capping of hazardous waste cells, disposal of sludge left in ponds after flat mills closure at Contrecoeur, and part of the remediation cost at a closed wire mill at Lachine, a Montreal borough.

Asset Retirement Obligations (“AROs”)

AROs arise from legal requirements and represent management’s best estimate of the present value of the costs that will be required to retire plant and equipment or to restore a site at the end of its useful life. As of December 31, 2011, ArcelorMittal had established provisions for asset retirement obligations of 367, including 145 for Ukraine, 74 for Russia, 50 for Canada, 26 for the United States, 25 for South Africa, 23 for Germany,  14 for Brazil, 5 for Kazakhstan and 3 for Algeria (see note 20).

The AROs in Ukraine are legal obligations for site rehabilitation at the iron ore mining site in Kryviy Rih, upon closure of the mine pursuant to its restoration plan.

The AROs in Russia relate to the rehabilitation of two coal mines operating in the Kuzbass region (i.e., the Berezovskaya and Pervomayskaya mines), upon closure of the mines pursuant to the mining plan. The main areas of environmental remediation are as follows: dismantling of buildings and structures, mined land reclamation, quality control of water pumped out of the mines, monitoring of gas drainage bore-holes, soil and air.

The AROs in Canada are legal obligations for site restoration and dismantling of the facilities near the mining site in Mont-Wright and at the facility of Port-Cartier in Quebec, and at the Mary River (“Baffinland”) mining project located on Baffin Island in Nunavut, upon closure of the mine pursuant to the restoring plan of the mines.

The AROs in South Africa are spread evenly between the Pretoria and Vanderbijlpark sites, and relate to the closure and clean-up of the plant associated with decommissioned tank farms, tar plants, chemical stores, railway lines, pipelines and defunct infrastructure.

In Germany, AROs principally relate to the Hamburg site, which is operating on leased land with the contractual obligation to remove all buildings and other facilities upon the termination of the lease, and to the Prosper coke plant in Bottrop for filling the basin, restore the layer and stabilize the shoreline at the harbor.

The AROs in the United States principally relate to mine closure costs of the Hibbing and Minorca iron ore mines and Princeton coal mines.

In Brazil, the AROs relate to legal obligations to clean and restore the mining areas of Serra Azul and Andrade, both located in the State of Minas Gerais. The related provisions are expected to be settled in 2017 and 2031, respectively.

In Kazakhstan, the AROs relate to the restoration obligations of the mines in the coal and the iron ore divisions.

In Algeria, the AROs relate to the restoration obligations for the Ouenza and Boukhadra iron ore mines at the end of the operations.

Tax Claims

ArcelorMittal is a party to various tax claims. As of December 31, 2011, ArcelorMittal had recorded provisions in the aggregate of approximately 331 (see note 20) for tax claims in respect of which it considers the risk of loss to be probable.  Set out below is a summary description of the tax claims (i) in respect of which ArcelorMittal had recorded a provision as of December 31, 2011 or (ii) that constitute a contingent liability, in each case involving amounts deemed material by ArcelorMittal. The Company is vigorously defending against each of the pending claims discussed below.

Brazil

On December 9, 2010, ArcelorMittal Tubarão Comercial S.A. (“ArcelorMittal Tubarão”), the renamed successor of Companhia Siderurgica de Tubarão (“CST”) following CST’s spin-off of most of its assets to ArcelorMittal Brasil in 2008, received a tax assessment from the Brazilian Federal Revenue Service relating to sales made by CST to Madeira Island, Portugal and Cayman Island. The tax assessment does not specify an amount. The tax authorities require that the profits of CST’s Madeira Island and Cayman Island subsidiaries be added to CST’s 2005 tax basis, and also that CST’s post-2005 tax basis be recalculated. Although CST did not pay taxes in 2005 due to tax losses, the recalculations required by the tax authorities could result in tax being payable by ArcelorMittal Tubarão. The case is in the first administrative instance and the Company presented its defense in

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January 2011. On March 23, 2011, ArcelorMittal Tubarào Comercial S.A. received a further tax assessment for 2006 and 2007 in the amount of 311, including amounts related to the first tax assessment regarding the profits of CST’s Madeira Island and Cayman Island subsidiaries. The case is in the first administrative instance, and ArcelorMittal Tubarào Comercial S.A. filed its defense in April 2011.

The Brazilian social security administration has claimed against ArcelorMittal Brasil amounts for social security contributions not paid by outside civil construction service contractors for the 2001-2007 period. The amount claimed is 64. ArcelorMittal Brasil is defending the case in the first administrative instance.

In 2003, the Brazilian Federal Revenue Service granted ArcelorMittal Brasil (through its predecessor company, then known as CST) a tax benefit for certain investments. ArcelorMittal Brasil had received certificates from SUDENE, the former Agency for the Development of the Northeast Region of Brazil, confirming ArcelorMittal Brasil’s entitlement to this benefit. In September 2004, ArcelorMittal Brasil was notified of the annulment of these certificates. ArcelorMittal Brasil has pursued its right to this tax benefit through the courts against both ADENE, the successor to SUDENE, and against the Brazilian Federal Revenue Service. The Brazilian Federal Revenue Service issued a tax assessment in this regard for 451 in December 2007. Taking into account interest and currency fluctuations, this amount totaled 809 at December 31, 2011. In December 2008, the administrative tribunal of first instance upheld the amount of the assessment. ArcelorMittal Brasil has appealed to the administrative tribunal of second instance and is awaiting the decision. On April 16, 2011, ArcelorMittal Brasil received a further tax assessment for the periods of March, June and September 2007, which, taking into account interest and currency fluctuations, amounted to 232 as of December 31, 2011. ArcelorMittal Brasil filed its defense in April 2011. In October 2011, the administrative tribunal of first instance upheld the tax assessment received by ArcelorMittal Brazil on April 16, 2011, but decided that no penalty (amounting to 77) was due. Both parties have filed an appeal with the second administrative instance.

In 2011, ArcelorMittal Tubarão received 27 tax assessments from the Revenue Service of the State of Espirito Santo for ICMS (a value added tax) in the total amount of 56 relating to a tax incentive (INVEST) used by the company. The dispute concerns the definition of fixed assets and ArcelorMittal Tubarão has filed its defense in the administrative instance.

In 2011, ArcelorMittal Brasil received a tax assessment for corporate income tax (known as IRPJ) and social contributions on net profits (known as CSL) in relation to (i) the amortization of goodwill on the acquisition of Mendes Júnior Siderurgia (for the 2006 and 2007 fiscal years), (ii) the amortization of goodwill arising from the mandatory tender offer (MTO) made by ArcelorMittal to minority shareholders of Arcelor Brasil following the two-step merger of Arcelor and Mittal Steel N.V. (for the 2007 tax year), (iii) expenses related to pre-export financing used to finance the MTO, which were deemed by the tax authorities to be unnecessary for ArcelorMittal Brasil since it was used to buy the shares of its own company; and (iv) CSL over profits of controlled companies in Argentina and Costa Rica. The amount claimed totals 710. ArcelorMittal Brasil has filed its defense and the case is in the first administrative instance.

France

Following audits for 2006, 2007 and 2008 of ArcelorMittal France and other French ArcelorMittal entities, URSSAF, the French body responsible for collecting social contributions, commenced formal proceedings for these years alleging that the French ArcelorMittal entities owe €65 million (84) for social contributions on various payments of which the most significant relate to profit sharing schemes, professional fees and stock options. Proceedings were commenced in relation to the 2006 claims in December 2009. Proceedings were commenced in relation to the 2007 and 2008 claims in February and March 2010, respectively.

Italy

In May 2010, the Italian tax authorities began an inquiry relating to ArcelorMittal FCE Luxembourg, claiming that it had a permanent business establishment in Italy and should pay taxes accordingly. On October 28, 2010, the Italian tax police issued a report for the 2004 fiscal year concerning IRAP, which is a local tax, and on March 28, 2011, it issued a further report for 2003-2010 in respect of IRAP, value-added tax (“VAT”) and corporate income tax (“CIT”). On December 29, 2010 the tax authorities issued a tax claim (avviso di accertamento) for IRAP related to 2004 for a total amount of €96.8 million (125.2), in respect of which ArcelorMittal filed an appeal on May 26, 2011. On December 13, 2011, the tax authorities issued a demand for a payment of 50% of the IRAP tax in an amount of €25 million (33) (including interest). In January 2012, the Milan court accepted ArcelorMittal’s application to suspend the collection process. The court has scheduled a hearing on the merits in relation to the 2004 IRAP for April 2012.

Spain

Spanish tax authorities have claimed that amortization recorded by the former Siderúrgica del Mediterraneo, S.A. (currently ArcelorMittal Sagunto S.L.) in 1995, 1996 and 1997 is non-deductible for corporation tax purposes. Spanish tax authorities seek payment of 54, including the amount of tax, interest and penalties. A first instance judgment dated April 30, 2009 cancelled any liability for 1995 and 1996 and penalties for all three years. The tax liability of ArcelorMittal for 1997 was assessed at 8 (including interest). Both parties are appealing the decision.

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Ukraine

In December 2010, the Ukrainian tax authorities issued a tax assessment to ArcelorMittal Kryviy Rih, alleging that it had breached tax law provisions relating to VAT for the December 2009 to October 2010 period. The total amount of the assessment is approximately 57. ArcelorMittal Kryviy Rih disagreed with the assessment, and appealed to a higher division of the tax authorities. The appeal was rejected, and ArcelorMittal Kryviy Rih appealed this decision to the local District Administrative Court in February 2011. In March 2011, the local District Administrative Court decided in favor of ArcelorMittal Kryviy Rih and the Tax Authorities filed an appeal, which is currently pending.

Competition/Antitrust Claims

ArcelorMittal is a party to various competition/antitrust claims. As of December 31, 2011, ArcelorMittal had not recorded any provisions in respect of such claims (see note 20). Set out below is a summary description of competition/antitrust claims (i) that constitute a contingent liability, or (ii) that were resolved in 2011, in each case involving amounts deemed material by ArcelorMittal. The Company is vigorously defending against each of the pending claims discussed below.

United States

On September 12, 2008, Standard Iron Works filed a purported class action complaint in the U.S. District Court in the Northern District of Illinois against ArcelorMittal, ArcelorMittal USA LLC, and other steel manufacturers, alleging that the defendants had conspired since 2005 to restrict the output of steel products in order to fix, raise, stabilize and maintain prices at artificially high levels in violation of U.S. antitrust law. Since the filing of the Standard Iron Works lawsuit, other similar direct purchaser lawsuits have been filed in the same court and have been consolidated with the Standard Iron Works lawsuit.  In addition, two putative class actions on behalf of indirect purchasers have been filed, one of which has already been consolidated with the Standard Iron Works cases and one of which ArcelorMittal is seeking to consolidate.  In January 2009, ArcelorMittal and the other defendants filed a motion to dismiss the direct purchaser claims. On June 12, 2009, the court denied the motion to dismiss and the litigation is now in the discovery stage. It is too early in the proceedings for ArcelorMittal to determine the amount of its potential liability, if any.

Brazil

In September 2000, two construction companies filed a complaint with the Brazilian Economic Law Department against three long steel producers, including ArcelorMittal Brasil. The complaint alleged that these producers colluded to raise prices in the Brazilian rebar market, thereby violating applicable antitrust laws. In September 2005, the Brazilian Antitrust Council (“CADE”) issued a decision against ArcelorMittal Brasil, requiring it to pay a penalty of 69. ArcelorMittal Brasil appealed the decision to the Brazilian Federal Court. In September 2006, ArcelorMittal Brasil offered a letter guarantee and obtained an injunction to suspend enforcement of this decision pending the court’s judgment.

There is also a related class action commenced by the Federal Public Prosecutor of the state of Minas Gerais against ArcelorMittal Brasil for damages based on the alleged violations investigated by CADE.

A further related action was commenced by Sinduscons, a construction industry union, in federal court in Brasilia  against, inter alia, ArcelorMittal Brasil, in February 2011, claiming damages based on an alleged cartel in the rebar market as investigated by CADE and as noted above.

Europe

In late 2002, three subsidiaries of ArcelorMittal (Tréfileurope, Tréfileurope Italia S.r.l. and Fontainunion S.A.)—now known as ArcelorMittal Wire France, ArcelorMittal Verderio and ArcelorMittal Fontaine—and two former subsidiaries of ArcelorMittal España (Emesa and Galycas), along with other European manufacturers of pre-stressed wire and strands steel products, received notice that the European Commission was conducting an investigation into possible anti-competitive practices by these companies. In 2004, Emesa and Galycas were sold. ArcelorMittal is contractually required to indemnify the present owner of Emesa and Galycas if a fine is imposed on them relating to any matters that occurred while these entities were owned by Arcelor.

ArcelorMittal and its subsidiaries cooperated fully with the European Commission in this investigation. On June 30, 2010, the European Commission imposed fines totaling approximately €317 million (387) on the current and former ArcelorMittal entities. ArcelorMittal Wire France, ArcelorMittal Fontaine, ArcelorMittal Verderio and ArcelorMittal España filed an appeal against the June 30 Commission decision in September 2010 before the General Court in Luxembourg. At the same time, ArcelorMittal Wire France, ArcelorMittal Fontaine and ArcelorMittal Verderio filed an application for urgent interim measures before the General Court in Luxembourg. ArcelorMittal Wire France, ArcelorMittal Verderio and ArcelorMittal Fontaine introduced a post-decision “inability to pay” application with the European Commission. On September 30, 2010, the European Commission issued a revised decision in which it corrected certain calculation errors resulting in a total fine lowered by approximately €50 million (68) to approximately €276 million (377). Following that decision, ArcelorMittal Wire France, ArcelorMittal Verderio, ArcelorMittal Fontaine and ArcelorMittal España updated their appeals and the above-mentioned application for urgent interim relief pending before the General Court. On December 7 and December 8, 2010, both the “inability to pay” application by ArcelorMittal Wire France, ArcelorMittal Fontaine and ArcelorMittal Verderio and their application for interim measures were rejected by the European Commission and the General Court, respectively. On December 17, 2010, ArcelorMittal Wire France, ArcelorMittal

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Fontaine and ArcelorMittal Verderio appealed the decision to reject the application for interim measures before the European Court of Justice and on December 22, 2010, the European Commission decided to suspend the implementation of the September 30, 2010 decision against the three entities pending the aforementioned appeal before the European Court of Justice. The Court of Justice and the General Court provisionally suspended all pending appeal procedures. On January 5, 2011, ArcelorMittal S.A. and ArcelorMittal España paid their portions of the fine, i.e., €31.7 million (42.3) and €36.7 million (49.0), respectively. On April 4, 2011, the European Commission issued a new decision amending the September 30, 2010 decision and reducing the fines imposed on ArcelorMittal Wire France, ArcelorMittal Fontaine and ArcelorMittal Verderio by €185 million (275) to an aggregate amount of €14 million (21). The fines were paid on May 5, 2011, and all pending appeals have been withdrawn.

South Africa

In February 2007, the complaint previously filed with the South African Competition Commission by Barnes Fencing, a South African producer of galvanized wire, alleging that ArcelorMittal South Africa, as a “dominant firm”, discriminated in pricing its low carbon wire rod, was referred to the Competition Tribunal. The claimant seeks, among other sanctions, a penalty of 10% of ArcelorMittal South Africa’s sales for 2006 in respect of low carbon wire rod and an order that ArcelorMittal South Africa cease its pricing discrimination. In March 2008, the Competition Tribunal accepted the claimants’ application for leave to intervene, prohibiting, however, the claimant from seeking as relief the imposition of an administrative penalty. ArcelorMittal is unable to assess the outcome of this proceeding or the amount of ArcelorMittal South Africa’s potential liability, if any.

On September 1, 2009, the South African Competition Commission referred a complaint against four producers of long carbon steel in South Africa, including ArcelorMittal South Africa, and the South African Iron and Steel Institute to the Competition Tribunal. The complaint referral followed an investigation into alleged collusion among the producers initiated in April 2008, on-site inspections conducted at the premises of some of the producers and a leniency application by Scaw South Africa, one of the producers under investigation. The Competition Commission recommended that the Competition Tribunal impose an administrative penalty against ArcelorMittal South Africa, Cape Gate and Cape Town Iron Steel Works in the amount of 10% of their annual revenues in South Africa and exports from South Africa for 2008. ArcelorMittal filed an application to access the file of the Competition Commission that was rejected. ArcelorMittal is appealing the decision to reject the application, and has applied for a review of that decision and a suspension of the obligation to respond to the referral on the substance pending final outcome on the application for access to the documents. On July 7, 2011, ArcelorMittal filed an application before the Competition Tribunal to set aside the complaint referral based on procedural irregularities. It is too early for ArcelorMittal to assess the potential outcome of the procedure, including the financial impact.

Other Legal Claims

ArcelorMittal is a party to various other legal claims. As of December 31, 2011, ArcelorMittal had recorded provisions of approximately 273 (see note 20) for other legal claims in respect of which it considers the risk of loss to be probable.  Set out below is a summary description of the other legal claims (i) in respect of which ArcelorMittal had recorded a provision as of December 31, 2011, (ii) that constitute a contingent liability, or (iii) that were resolved in 2011, in each case involving amounts deemed material by ArcelorMittal. The Company is vigorously defending against each of the pending claims discussed below.

United States

In July 2004, the Illinois Environmental Protection Agency (the “IEPA”) notified Indiana Harbor East that it had identified that facility as a potentially responsible party in connection with alleged contamination relating to Hillside Mining Co. (“Hillside”), a company that Indiana Harbor East acquired in 1943, operated until the late 1940s and whose assets it sold in the early 1950s, in conjunction with the corporate dissolution of that company. The IEPA has required other potentially responsible parties to conduct an investigation of certain areas of potential contamination and it is likely that ArcelorMittal USA may be required to participate at some level in the future. ArcelorMittal USA intends to defend itself fully in this matter. As of December 31, 2011, ArcelorMittal was not able to reasonably estimate the amount of liabilities relating to this matter, if any.

ArcelorMittal USA was a party to two arbitrations with the Cleveland Cliffs Iron Company, Cliffs Mining Company and related entities in relation to iron ore purchases under the supply agreements entered into between them. ArcelorMittal USA was seeking a determination in favor of its interpretation of the allocation of required quantities of iron ore purchases among various steelmaking facilities. Cleveland Cliffs was seeking, among other things, to increase the price of certain agreed quantities of iron ore purchases in 2010, which ArcelorMittal USA opposed. Under certain possible scenarios, the outcome of the arbitrations could have been a potentially significant retroactive increase in the cost of ArcelorMittal USA’s iron ore purchases made in 2010.  A settlement of all disputes between ArcelorMittal USA LLC, Natural Resources Inc. and related entities was executed on April 8, 2011.

On November 20, 2009, Welspun Gujarat Stahl Rohren LTD (“Welspun”) filed a third party petition against ArcelorMittal, ArcelorMittal Galati and ArcelorMittal International FZE in the Harris County District Court, Texas, seeking indemnification from the ArcelorMittal companies in respect of the claims made by Kinder Morgan Louisiana Pipeline LLC (“Kinder Morgan”) against Welspun, among others, concerning allegedly defective pipes for a natural gas pipeline for which the steel plate was manufactured by ArcelorMittal Galati. The amount claimed against Welspun in Kinder Morgan’s claim was 66. In July 2010, Welspun agreed to file an amended third party petition substituting ArcelorMittal International FZE with LNM Marketing FZE. In

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July 2011, a settlement agreement was executed between Welspun and the ArcelorMittal parties.  On August 16, 2011, the Court issued an order on the application of the parties, dismissing Welspun’s third-party petition against the ArcelorMittal parties.

Brazil

Companhia Vale do Rio Doce (“Vale”) has commenced arbitration proceedings against ArcelorMittal España in Brazil, claiming damages arising from allegedly defective rails supplied by ArcelorMittal España to Vale for the Carajas railway in Brazil, which Vale alleges caused a derailment on the railway line. Vale quantifies its claim as 64. Initial submissions were filed by the parties on November 26, 2009 and rebuttals were filed on January 29, 2010. The expert’s report was issued on November 7, 2011.

Canada

In 2008, two complaints filed by Canadian Natural Resources Limited (“CNRL”) in Calgary, Alberta against ArcelorMittal, ArcelorMittal USA LLC, Mittal Steel North America Inc. and ArcelorMittal Tubular Products Roman S.A. were filed. CNRL alleges negligence in both complaints, seeking damages of 50 and 22, respectively. The plaintiff alleges that it purchased a defective pipe manufactured by ArcelorMittal Tubular Products Roman and sold by ArcelorMittal Tubular Products Roman and Mittal Steel North America Inc. In May 2009, in agreement with CNRL, ArcelorMittal and ArcelorMittal USA were dismissed from the cases without prejudice to CNRL’s right to reinstate the parties later if justified. ArcelorMittal is unable to reasonably estimate the amount of Mittal Steel North America Inc.’s and ArcelorMittal Tubular Products Roman’s liabilities relating to this matter, if any.

In April 2011, a proceeding was commenced before the Ontario (Canada) Superior Court of Justice under the Ontario Class Proceedings Act, 1992, against ArcelorMittal, Baffinland Iron Mines Corporation (“BIM”), and certain other parties relating to the February 2011 take over of BIM by ArcelorMittal, Nunavut, Iron Ore Holdings and 1843208 Ontario Inc. The action seeks the certification of a class comprised of all BIM securities holders who tendered their BIM securities, and whose securities were taken up, in connection with the take over between September 22, 2010 and February 17, 2011, or otherwise disposed of their BIM securities on or after January 14, 2011. The action alleges that the tender offer documentation contained certain misrepresentations and seeks damages in an aggregate amount of CAD$1 billion or rescission of the transfer of the BIM securities by members of the class.

Senegal

In 2007, ArcelorMittal Holdings AG entered into an agreement with the State of Senegal relating to an integrated iron ore mining and related infrastructure project. The company announced at the time that implementation of the project would entail an aggregate investment of 2.2 billion. Project implementation did not follow the originally anticipated schedule. The Company engaged in discussions with the State of Senegal about the project over a long period. In early 2011, the parties engaged in a conciliation procedure, as provided for under their agreement, in an attempt to reach a mutually acceptable outcome. Following the unsuccessful completion of this procedure, in May 2011 the State of Senegal commenced an arbitration before the Court of Arbitration of the International Chamber of Commerce, claiming breach of contract and provisionally estimating damages of 750.

South Africa

ArcelorMittal South Africa (“AMSA”) received notice from Sishen Iron Ore Company (Proprietary) Limited (“SIOC”) on February 5, 2010, asserting that with effect from March 1, 2010, it would no longer supply iron ore to AMSA on a cost plus 3% basis as provided for in the supply agreement entered into between the parties in 2001, on the grounds that AMSA had lost its 21.4% share in the mineral rights at the Sishen mine and that this was a prerequisite for the supply agreement terms. AMSA rejected this assertion and stated its firm opinion that SIOC is obligated to continue to supply iron ore to AMSA at cost plus 3%. The parties have commenced an arbitration process to resolve this dispute. Pleadings were served and in November 2010, the arbitral tribunal was fully constituted. On July 22, 2010, AMSA announced that an interim arrangement had been reached with SIOC on pricing for the supply of iron ore to AMSA’s production facilities in South Africa during an interim period effective from March 1, 2010 until July 31, 2011. AMSA and SIOC agreed on a fixed price of $50 per metric tonne of iron ore for lump material for delivery to the Saldanha plant, and $70 per metric tonne for both lump and iron ore fine material delivered to AMSA’s inland plants. The parties further agreed that AMSA would continue to purchase annual quantities of 6.25 million metric tonnes of iron ore, that there would be no escalation in the prices agreed for the duration of the interim period, and that any iron ore in addition to the maximum monthly amount would be purchased by AMSA at the then-prevailing spot prices calculated on an export parity price basis. AMSA initially imposed a surcharge on its domestic sales to compensate for some of the iron ore cost increase. However, in view of the interim agreement, AMSA, with effect from August 1, 2010, charged a single all-in price reflecting the higher cost of iron ore, rather than the separate surcharge. On May 16, 2011, an addendum to the interim agreement was executed extending it until July 31, 2012. The interim pricing agreement has no bearing on the arbitration process currently underway or AMSA’s conviction that the supply agreement remains legally valid and binding on the parties. The arbitration is at an early stage and the Company has not yet been able to assess the risk of loss as the facts and legal arguments remain under analysis. Proceedings in the arbitration have been suspended pending completion of the legal action summarized in the next paragraph.

AMSA announced on August 10, 2010 that it had entered into an agreement, subject to certain conditions, to acquire ICT, a company that in May 2010 had acquired the right to prospect for iron ore in a 21.4% share in the Sishen mine. The acquisition

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agreement lapsed in 2011. SIOC brought legal action against the South African government and ICT to challenge the grant of the prospecting right to ICT and, on February 4, 2011, served on AMSA an application to join AMSA in this action. ICT also made an application to the government for a mining right in respect of the 21.4% share in the Sishen Mine, which SIOC challenged. AMSA applied to be joined as applicant in these proceedings and on June 6, 2011, the Court ordered AMSA’s joinder. AMSA argued in the proceedings that SIOC holds 100% of the rights in the Sishen mine.  On December 15, 2011, the Court ruled that SIOC holds 100% of the rights in the Sishen mine and set aside the grant of the prospecting right to ICT. Both ICT and the South African government filed applications for leave to appeal this judgment on February 3, 2012.

France

In May 2008, the liquidator of SAFET brought an action in the Commercial Court of Nanterre against the Directors of SAFET, including ArcelorMittal Packaging, alleging that the Directors are liable for all of SAFET’s debts amounting to 52 due to their mis-management of SAFET’s business. On October 11, 2011, the court approved a settlement agreed between the parties.

Retired and current employees of certain French subsidiaries of the former Arcelor have initiated lawsuits to obtain compensation for asbestos exposure in excess of the amounts paid by French social security (“Social Security”). Asbestos claims in France initially are made by way of a declaration of a work-related illness by the claimant to the Social Security authorities resulting in an investigation and a level of compensation paid by Social Security. Once the Social Security authorities recognize the work-related illness, the claimant, depending on the circumstances, can also file an action for inexcusable negligence (faute inexcusable) to obtain additional compensation from the company before a special tribunal. Where procedural errors are made by Social Security, it is required to assume full payment of damages awarded to the claimants. Due to fewer procedural errors and, consequently, fewer rejected cases, ArcelorMittal was required to pay some amounts in damages in 2011.

The number of claims outstanding for asbestos exposure at December 31, 2011 was 397 as compared to 397 at December 31, 2010. The range of amounts claimed for the year ended December 31, 2011 was €7,500 to €516,000 (approximately $10,000 to $ 660,000). The aggregate costs and settlements for the year ended December 31, 2011 were 4.9, of which 0.4 represents legal fees and 4.5 represents damages paid to the claimant. The aggregate costs and settlements for the year ended December 31, 2010 were approximately 0.3 and 2.1, respectively.

	in number of cases
	2010	2011
Claims unresolved at beginning of period	402	397
Claims filed	75	136
Claims settled, dismissed or otherwise resolved	(80)	(136)(1)
Claims unresolved at December 31,	397	397

(1)Includes claims against ArcelorMittal and Aperam

Minority Shareholder Claims Regarding the Exchange Ratio in the Second-Step Merger of ArcelorMittal into Arcelor

ArcelorMittal is the company that results from the acquisition of Arcelor by Mittal Steel N.V. in 2006 and a subsequent two-step merger between Mittal Steel and ArcelorMittal and then ArcelorMittal and Arcelor.  Following completion of this merger process, several former minority shareholders of Arcelor or their representatives brought legal proceedings regarding the exchange ratio applied in the second-step merger between ArcelorMittal and Arcelor and the merger process as a whole.

ArcelorMittal believes that the allegations made and claims brought by such minority shareholders are without merit and risk of loss is therefore remote and that the exchange ratio and process complied with the requirements of applicable law, were consistent with previous guidance on the principles that would be used to determine the exchange ratio in the second-step merger and that the merger exchange ratio was relevant and reasonable to shareholders of both merged entities.

The following summarizes the current status of proceedings brought by minority shareholders in this regard that remain pending:

In June and July 2007, two hedge funds that were shareholders of Arcelor wrote to the Netherlands Authority for the Financial Markets (the Stichting Autoriteit Financiële Markten, or the “AFM”), the Dutch securities regulator, requesting it to take various measures against Mittal Steel relating in particular to disclosure regarding the proposed exchange ratio. On August 17, 2007 the AFM rejected the claimants’ demands.  On September 20, 2007, the claimants filed formal objections with the AFM against the decision of August 17, 2007. On February 4, 2008, the AFM confirmed its decision of August 17, 2007. On March 13, 2008, the claimants lodged an appeal against the AFM’s decision with the Rotterdam Administrative Court. By judgment dated December 10, 2008, the Court nullified the AFM’s decision of February 4, 2008, on the grounds that the AFM’s limited investigation was an insufficient basis for its decision, and requiring it to conduct a further investigation and issue a new decision. The AFM and ArcelorMittal are both appealing the court’s ruling. A hearing on the merits took place on February 15, 2011.

On January 8, 2008, ArcelorMittal received a writ of summons on behalf of four hedge fund shareholders of Arcelor to appear before the civil court of Luxembourg. The summons was also served on all natural persons sitting on the Board of Directors of ArcelorMittal at the time of the merger and on the Significant shareholder. The plaintiffs alleged in particular that,

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based on Mittal Steel’s and Arcelor’s disclosure and public statements, investors had a legitimate expectation that the exchange ratio in the second-step merger would be the same as that of the secondary exchange offer component of Mittal Steel’s June 2006 tender offer for Arcelor (i.e., 11 Mittal Steel shares for seven Arcelor shares), and that the second-step merger did not comply with certain provisions of Luxembourg company law.  They claimed, inter alia, the cancellation of certain resolutions (of the Board of Directors and of the Shareholders meeting) in connection with the merger, the grant of additional shares or damages in an amount of €180 million (233). By judgment dated November 30, 2011, the Luxembourg civil court declared all of the plaintiffs’ claims inadmissible and dismissed them.  This judgment is subject to appeal.

NOTE 25: SEGMENT AND GEOGRAPHIC INFORMATION

As of January 1, 2011, the Company’s mining operations are presented as a separate reportable segment. Accordingly, prior periods have been retrospectively adjusted to reflect this new segmentation. This change in segmentation is an IFRS reporting requirement and reflects the changes in ArcelorMittal’s approach to managing its mining assets. Commencing on January 1, 2011, discrete financial information on the Company’s mining operations is provided on a regular basis to the GMB for decision making on resources allocation and to assess the performance of these operations.

ArcelorMittal has a high degree of geographic diversification relative to other steel companies. During 2011, ArcelorMittal shipped its products to customers in approximately 174 countries, with its largest markets in the Flat Carbon Europe, Flat Carbon Americas and Long Carbon Americas and Europe segments. ArcelorMittal conducts its business through its Operating Subsidiaries. Many of these operations are strategically located with access to on-site deep water port facilities, which allow for cost-efficient import of raw materials and export of steel products.

The Company adopted IFRS 8, “Operating Segments” on January 1, 2009. As the Company previously defined its operating segments in alignment with the GMB’s responsibilities, the adoption of IFRS 8 did not impact the Company’s segment presentation. Refer to note 2 for the policy around grouping of operating segments into our reportable segments.

Reportable segments

ArcelorMittal reports its operations in six segments: Flat Carbon Americas, Flat Carbon Europe, Long Carbon Americas and Europe, AACIS, Distribution Solutions and Mining. Following the Company’s spin-off of its stainless steel operations into a separately focused company Aperam, Stainless Steel, which produces flat and long stainless steel and alloy products from its plants in Europe and South America, is reported as discontinued operations.

•       Flat Carbon Americas represents the flat facilities of the Company located on the American Continent (Canada, Brazil, Mexico, United States). Flat Carbon Americas produces slabs, hot-rolled coil, cold-rolled coil, coated steel and plate. These products are sold primarily to customers in the following industries: distribution and processing, automotive, pipe and tubes, construction, packaging, and appliances;

•       Flat Carbon Europe is the largest flat steel producer in Europe, with operations that range from Spain in the west to Romania in the east, and covering the flat carbon steel product portfolio in all major countries and markets. Flat Carbon Europe produces hot-rolled coil, cold-rolled coil, coated products, tinplate, plate and slab. These products are sold primarily to customers in the automotive, general industry and packaging industries;

•       Long Carbon Americas and Europe operates in Europe and America. Production consists of sections, wire rod, rebar, billets, blooms and wire drawing, and tubular products;

•       AACIS produces a combination of flat and long products and tubular products. Its facilities are located in Asia, Africa and Commonwealth of Independent States; and

•       Distribution Solutions is primarily an in-house trading and distribution arm of ArcelorMittal. It also provides value-added and customized steel solutions through further steel processing to meet specific customer requirements; and

•       Mining comprises all mines owned by ArcelorMittal in the Americas (Canada, USA, Mexico and Brazil), Asia (Kazakhstan and Russia), Europe (Ukraine and Bosnia & Herzegovina) and Africa (Algeria, Liberia, Mauritania and Senegal). It supplies the Company and third parties customers with iron ore and coal.

The following table summarizes certain financial data relating to ArcelorMittal’s operations in its different reportable segments.

		Flat Carbon Americas	Flat Carbon Europe	Long Carbon Americas & Europe	AACIS	Distribution Solutions	Mining	Others / Elimination*	Total
	Year ended December 31, 2009
	Sales to external customers	11,191	16,284	14,836	5,327	12,382	628	373	61,021
	Intersegment sales**	1,120	3,697	1,904	2,250	1,142	1,944	(12,057)	-
	Operating income	(1,044)	(501)	(23)	312	(286)	233	(161)	(1,470)
	Depreciation	983	1,417	1,068	420	215	393	78	4,574
	Impairment	41	88	287	3	141	(2)	(6)	552
	Capital expenditures	463	937	532	270	131	332	44	2,709
	Year ended December 31, 2010
	Sales to external customers	16,265	20,898	18,217	6,916	14,225	1,157	347	78,025
	Intersegment sales**	1,419	4,652	3,098	2,790	1,519	3,223	(16,701)	-
	Operating income	691	534	1,004	680	164	1,624	(1,092)	3,605
	Depreciation	864	1,404	1,060	454	177	333	103	4,395
	Impairment	-	77	11	-	113	305	19	525
	Capital expenditures	574	792	687	515	124	525	91	3,308
	Year ended December 31, 2011
	Sales to external customers	19,556	25,760	21,658	7,812	16,905	1,499	783	93,973
	Intersegment sales**	1,479	5,302	3,507	2,967	2,150	4,769	(20,174)	-
	Operating income	1,198	(324)	646	721	52	2,568	37	4,898
	Depreciation	903	1,540	1,005	517	179	491	34	4,669
	Impairment	8	141	178	-	-	4	-	331
	Capital expenditures	664	1,004	1,119	613	152	1,269	17	4,838
*	Others / Eliminations includes all other operational and/or non-operational items which are not segmented, together with inter-segment elimination.
**	Transactions between segments are conducted on the same basis of accounting as transactions with third parties except for certain mining products shipped internally on a cost plus basis.

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The Company does not regularly provide assets for each reportable segment to the CODM. The table which follows presents the reconciliation of segment assets to total assets as required by IFRS 8.

	Year Ended December 31,
	2009	2010	2011
Assets allocated to segments	107,190	101,510	107,495
Cash and cash equivalents, including restricted cash	6,009	6,289	3,905
Deferred tax assets	4,838	6,603	6,081
Assets held for sale and distribution	1	6,918	—
Other unallocated assets and eliminations	9,659	9,584	4,399
Total assets	127,697	130,904	121,880

The reconciliation from operating income (loss) to net income is as follows:

	Year Ended December 31,
	2009	2010	2011
Operating income (loss)	(1,470)	3,605	4,898
Income from investments in associates and joint ventures	56	451	620
Financing costs - net	(2,847)	(2,200)	(2,838)
Income (loss) before taxes	(4,261)	1,856	2,680
Income tax expense (benefit)	(4,432)	(1,479)	882
Discontinued operations	(57)	(330)	461
Net income (including non-controlling interests)	114	3,005	2,259

Geographical information

Sales (by destination)

	Year Ended December 31,
	2009	2010	2011
Americas
United States	9,305	12,920	16,526
Canada	2,033	3,163	3,571
Brazil	3,887	7,291	7,407
Argentina	807	1,054	1,271
Mexico	1,196	1,968	2,413
Others	1,565	1,619	2,043
Total Americas	18,793	28,015	33,231
Europe
France	4,973	5,307	6,078
Spain	3,905	4,567	5,021
Germany	5,709	7,182	9,111
Romania	632	837	931
Poland	2,333	3,191	4,235
Belgium	1,093	1,226	1,571
Italy	1,874	2,926	3,317
United Kingdom	1,685	1,763	1,959
Turkey	1,647	2,441	2,737
Czech Republic	982	1,271	1,921
Netherlands	875	828	1,072
Russia	588	970	1,511
Others	4,779	4,937	6,253
Total Europe	31,075	37,446	45,717
Asia & Africa
South Africa	2,519	3,256	3,624
China	1,268	850	1,303
India	887	873	838
Others	6,479	7,585	9,260
Total Asia & Africa	11,153	12,564	15,025
Total	61,021	78,025	93,973

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Revenues from external customers attributed to the country of domicile (Luxembourg) were 195, 214 and 294 as of December 31, 2009, 2010 and 2011, respectively.

Non-current assets* per significant country:

		Non-current assets
		As of December 31,
		2010	2011
	Americas
	Brazil	7,431	7,763
	United States	6,118	6,243
	Canada	4,314	5,463
	Mexico	1,555	1,456
	Others	939	851
	Total Americas	20,357	21,776
	Europe
	France	6,178	5,962
	Luxembourg	2,792	2,225
	Belgium	3,675	3,380
	Spain	3,979	3,530
	Ukraine	4,508	4,450
	Poland	2,803	2,651
	Germany	3,273	3,258
	Czech Republic	874	849
	Romania	677	846
	Italy	307	278
	Others	1,053	992
	Total Europe	30,119	28,421
	Asia & Africa
	South Africa	2,497	2,054
	Kazakhstan	1,804	1,948
	Liberia	487	828
	Others	863	806
	Total Africa & Asia	5,651	5,636
	Unallocated assets	32,102	30,442
	Total	88,229	86,275
*	Non-current assets do not include goodwill (as it is not allocated to the geographic regions), deferred tax assets, other investments or receivables and other non-current financial assets. Such assets are presented under the caption “Unallocated assets”.

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Sales by type of products

	Year Ended December 31,
	2009	2010	2011
Flat products	32,969	43,396	51,936
Long products	14,783	18,943	22,437
Tubular products	1,937	2,107	2,915
Mining products	628	1,157	1,499
Others	10,704	12,422	15,186
Total	61,021	78,025	93,973

The table above presents sales to external customer by product type. In addition to steel produced by the Company, amounts include material purchased for additional transformation and sold through distribution services. Others include mainly non-steel sales and services.

NOTE 26: EMPLOYEES AND KEY MANAGEMENT PERSONNEL

As of December 31, 2011, ArcelorMittal employed approximately 261,000 people and the total annual compensation of ArcelorMittal’s employees paid in 2009, 2010, and 2011 was as follows:

	Year Ended December 31,
	2009	2010	2011
Employee Information
Wages and salaries	9,167	9,686	10,545
Pension cost	579	590	673
Other staff expenses	1,133	1,575	1,725
	10,879	11,851	12,943

The total annual compensation of ArcelorMittal’s key management personnel, including its Board of Directors, paid in 2009, 2010, and 2011 was as follows:

	Year Ended December 31,
	2009	2010	2011
Base salary and/or directors fees	18	20	18
Short-term performance-related bonus	18	7	17
Post-employment benefits	1	2	2
Share based compensation	20	15	9

The fair value of the stock options granted to the ArcelorMittal’s key management personnel is recorded as an expense in the consolidated statements of operations over the relevant vesting periods. The Company determines the fair value of the options at the date of the grant using the Black-Scholes model.

As of December 31, 2009, 2010 and 2011, ArcelorMittal did not have outstanding any loans or advances to members of its Board of Directors or key management personnel, and, as of December 31, 2009, 2010 and 2011, ArcelorMittal had not given any guarantees for the benefit of any member of its Board of Directors or key management personnel.

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NOTE 27: FINANCIAL INFORMATION FOR ISSUER, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES

On April 14, 2004 ArcelorMittal USA issued senior, unsecured debt securities due 2014. The bonds are fully and unconditionally guaranteed on a joint and several basis by certain wholly-owned subsidiaries of ArcelorMittal USA which are 100% indirectly owned by the parent company and, as of March 9, 2007, by ArcelorMittal.

The following condensed consolidating financial statements present, in separate columns, financial information for the following: ArcelorMittal (on a parent only basis) with its investment in subsidiaries recorded under the equity method, the Subsidiary Issuer (ArcelorMittal USA), Guarantor Subsidiaries of the parent, and the Non-guarantors of the parent on a combined basis. Additional columns present consolidating adjustments and consolidated totals as of December 31, 2010 and 2011 and for the years ended 2009, 2010 and 2011.

Condensed consolidating statements of operations for the year ended December 31, 2009

	Parent			Non-	Consolidating	ArcelorMittal -
	Company	Issuer	Guarantors	guarantors	Adjustments	Consolidated
Sales	-	2,372	4,802	54,982	(1,135)	61,021
Cost of sales (including depreciation and impairment)	10	1,859	6,691	51,390	(1,135)	58,815
Selling, general and administrative expenses	320	201	27	3,128	-	3,676
Operating income (loss)	(330)	312	(1,916)	464	-	(1,470)
Income from investments in subsidiaries, associates and joint ventures	1,314	(2,054)	-	2,110	(1,314)	56
Financing costs—net	(1,506)	(155)	(137)	(580)	(469)	(2,847)
Income (loss) before taxes	(522)	(1,897)	(2,053)	1,994	(1,783)	(4,261)
Income tax (benefit) expense	(679)	(516)	(3)	(3,234)	-	(4,432)
Net income from continuing operations (including non-controlling interests)	157	(1,381)	(2,050)	5,228	(1,783)	171
Discontinued operations, net of tax	-	-	-	(57)	-	(57)
Net income (including non-controlling interests)	157	(1,381)	(2,050)	5,171	(1,783)	114
Net income (loss) attributable to equity holders of parent:
Net income from continuing operations	157	(1,381)	(2,050)	5,271	(1,783)	214
Net income from discontinued operations	-	-	-	(57)	-	(57)
Net income (loss) attributable to equity holders of the parent	157	(1,381)	(2,050)	5,214	(1,783)	157
Net income from continuing operations attributable to non-controlling interests	-	-	-	(43)	-	(43)
Net income (loss) (including non-controlling interests)	157	(1,381)	(2,050)	5,171	(1,783)	114

Condensed consolidating statements of cash flows for the year ended December 31, 2009

	Parent			Non-	Consolidating	ArcelorMittal -
	Company	Issuer	Guarantors	guarantors	Adjustments	Consolidated
Net cash provided by operating activities from continuing operations	1,384	(502)	172	5,964	-	7,018
Net cash provided by operating activities from discontinued operations	-	-	-	260	-	260
Net cash provided by operating activities	1,384	(502)	172	6,224	-	7,278
Investing activities:
Purchases of property, plant and equipment and intangibles	(14)	(33)	(156)	(2,506)	-	(2,709)
Acquisition of net assets of subsidiaries and non-controlling interests, net of cash acquired	(520)	-	-	400	-	(120)
Investment in subsidiaries, associates and joint ventures accounted for under equity method	2,082	-	-	(2,115)	-	(33)
Disposal of financial and fixed assets and other investing activities (net)	(2)	-	3	182	-	183
Net cash flows used in investing activities from discontinued operations	-	-	-	(105)	-	(105)
Net cash used in investing activities	1,546	(33)	(153)	(4,144)	-	(2,784)
Financing activities:
Offering of common shares	3,153	-	-	-	-	3,153
Proceeds from mandatory convertible bonds	-	-	-	750	-	750
Proceeds from short-term debt	178	-	-	1,503	-	1,681
Proceeds from long-term debt, net of debt issuance costs	9,215	300	-	288	(300)	9,503
Payments of short-term debt	(6,773)	263	(12)	(3,550)	(251)	(10,323)
Payments of long-term debt	(7,603)	(1,710)	(15)	(2,337)	2,233	(9,432)
Sale of treasury shares for stock option exercises	12	-	-	-	-	12
Dividends paid	(1,110)	-	-	(224)	-	(1,334)
Other financing activities net	(16)	1,682	-	(309)	(1,682)	(325)
Net cash flows used in financing activities from discontinued operations	-	-	-	(32)	-	(32)
Net cash used in financing activities	(2,944)	535	(27)	(3,911)	-	(6,347)
Effects of exchange rates changes on cash	-	-	-	196	-	196
Net increase (decrease) in cash and cash equivalents	(14)	-	(8)	(1,635)	-	(1,657)
Cash and cash equivalents:
At the beginning of the year	15	-	12	7,549	-	7,576
At the end of the year	1	-	4	5,914	-	5,919

F-88

Condensed consolidating statements of financial position as of December 31, 2010

	Parent			Non-	Consolidating	ArcelorMittal -
	Company	Issuer	Guarantors	guarantors	Adjustments	Consolidated
ASSETS
Current assets:
Cash and cash equivalents	7	-	10	6,190	-	6,207
Restricted cash	-	-	-	82	-	82
Trade accounts receivable and other	51	128	228	5,513	(195)	5,725
Inventories	-	769	1,788	17,094	(68)	19,583
Prepaid expenses and other current assets	3,141	-	413	9,616	(9,010)	4,160
Assets held for sale	-	-	-	6,918	-	6,918
Total current assets	3,199	897	2,439	45,413	(9,273)	42,675
Property, plant and equipment	35	1,435	3,364	49,510	-	54,344
Investments in subsidiaries, associates and joint ventures and intercompany long-term receivable	78,888	5,087	2,005	10,216	(86,044)	10,152
Other assets	11,267	1,845	26	22,165	(11,570)	23,733
Total assets	93,389	9,264	7,834	127,304	(106,887)	130,904
LIABILITIES AND EQUITY
Current liabilities:
Short -term debt and current portion of long-term debt	11,613	119	19	3,546	(8,581)	6,716
Trade accounts payable and other	94	605	670	11,964	(77)	13,256
Accrued expenses and other current liabilities	874	635	201	7,551	(547)	8,714
Liabilities held for sale	-	-	-	2,037	-	2,037
Total current liabilities	12,581	1,359	890	25,098	(9,205)	30,723
Long-term debt, net of current portion	17,492	624	2,108	12,737	(13,669)	19,292
Deferred employee benefits	26	2,833	19	4,302	-	7,180
Other long-term obligations	860	320	17	6,411	1	7,609
Total liabilities	30,959	5,136	3,034	48,548	(22,873)	64,804
Equity attributable to the equity holders of parent	62,430	4,128	4,800	78,034	(86,962)	62,430
Non-controlling interests	-	-	-	722	2,948	3,670
Total liabilities and equity	93,389	9,264	7,834	127,304	(106,887)	130,904

Condensed consolidating statements of operations for the year ended December 31, 2010

	Parent			Non-	Consolidating	ArcelorMittal -
	Company	Issuer	Guarantors	guarantors	Adjustments	Consolidated
Sales	-	3,706	7,287	69,741	(2,709)	78,025
Cost of sales (including depreciation and impairment)	54	3,570	7,484	62,685	(2,709)	71,084
Selling, general and administrative expenses	111	236	35	2,954	-	3,336
Operating income (loss)	(165)	(100)	(232)	4,102	-	3,605
Income from investments in subsidiaries, associates and joint ventures	3,160	(315)	-	(124)	(2,270)	451
Financing costs—net	(238)	(115)	(123)	(1,118)	(606)	(2,200)
Income (loss) before taxes	2,757	(530)	(355)	2,860	(2,876)	1,856
Income tax (benefit) expense	(159)	(33)	-	(1,287)	-	(1,479)
Net income from continuing operations (including non-controlling interests)	2,916	(497)	(355)	4,147	(2,876)	3,335
Discontinued operations, net of tax	-	-	-	(330)	-	(330)
Net income (including non-controlling interests)	2,916	(497)	(355)	3,817	(2,876)	3,005
Net income (loss) attributable to equity holders of the parent:
Net income from continuing operations	2,916	(497)	(355)	4,058	(2,876)	3,246
Net income from discontinued operations	-	-	-	(330)	-	(330)
Net income (loss) attributable to equity holders of the parent	2,916	(497)	(355)	3,728	(2,876)	2,916
Net income from continuing operations attributable to non-controlling interests	-	-	-	89	-	89
Net income (loss) (including non-controlling interests)	2,916	(497)	(355)	3,817	(2,876)	3,005

Condensed consolidating statements of cash flows for the year ended December 31, 2010

	Parent			Non-	Consolidating	ArcelorMittal -
	Company	Issuer	Guarantors	guarantors	Adjustments	Consolidated
Net cash flows provided by operating activities from continuing operations	(805)	(371)	223	4,723	-	3,770
Net cash flows provided by operating activities from discontinued operations	-	-	-	245	-	245
Net cash provided by operating activities	(805)	(371)	223	4,968	-	4,015
Investing activities:
Purchases of property, plant and equipment and intangibles	(6)	(52)	(220)	(3,030)	-	(3,308)
Acquisition of net assets of subsidiaries and non-controlling interests, net of cash acquired	-	-	-	(75)	-	(75)
Investment in subsidiaries, associates and joint ventures accounted for under equity method	(5,684)	-	-	(9,309)	14,666	(327)
Disposal of financial and fixed assets and other investing activities net	8,986	(6)	11	6,049	(14,666)	374
Net cash flows used in investing activities from discontinued operations	-	-	-	(102)	-	(102)
Net cash used in investing activities	3,296	(58)	(209)	(6,467)	-	(3,438)
Financing activities:
Acquisition of non-controlling interests	-	-	-	(593)	-	(593)
Premium paid for call options on ArcelorMittal shares	(1,363)	-	-	-	-	(1,363)
Sale of treasury shares in connection with the call options on ArcelorMittal shares	211	-	-	1,152	-	1,363
Proceeds from short-term debt	908	338	12	3,730	(3,626)	1,362
Proceeds from long-term debt, net of debt issuance costs	8,180	550	-	304	(550)	8,484
Payments of short-term debt	(4,754)	(423)	(17)	(611)	3,626	(2,179)
Payments of long-term debt	(5,071)	-	-	(1,154)	550	(5,675)
Sale of treasury shares for stock option exercises	8	-	-	-	-	8
Dividends paid	(1,159)	-	-	(125)	27	(1,257)
Other financing activities net	555	(36)	(3)	(598)	(27)	(109)
Net cash flows used in financing activities from discontinued operations	-	-	-	(48)	-	(48)
Net cash used in financing activities	(2,485)	429	(8)	2,057	-	(7)
Effect of exchange rates changes on cash	-	-	-	(159)	-	(159)
Net increase (decrease) in cash and cash equivalents	6	-	6	399	-	411
Cash and cash equivalents:
At the beginning of the year	1	-	4	5,914	-	5,919
Reclassification of the period-end cash and cash equivalent of discontinued activities to assets held for sale and distribution	-	-	-	(123)	-	(123)
At the end of the year	7	-	10	6,190	-	6,207

F-89

Condensed consolidating statements of financial position as of December 31, 2011

	Parent			Non-	Consolidating	ArcelorMittal -
	Company	Issuer	Guarantors	guarantors	Adjustments	Consolidated
ASSETS
Current assets:
Cash and cash equivalents	-	-	6	3,815	-	3,821
Restricted cash	-	-	-	84	-	84
Trade accounts receivable and other	-	260	57	6,208	(73)	6,452
Inventories	-	1,098	1,894	18,743	(46)	21,689
Prepaid expenses and other current assets	589	70	48	9,799	(6,947)	3,559
Total current assets	589	1,428	2,005	38,649	(7,066)	35,605
Property, plant and equipment	28	1,564	3,415	49,244	-	54,251
Investments in subsidiaries, associates and joint ventures and intercompany long- term receivable	74,737	4,621	2,692	9,262	(82,271)	9,041
Other assets	9,182	1,756	13	20,175	(8,143)	22,983
Total assets	84,536	9,369	8,125	117,330	(97,480)	121,880
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	5,930	134	41	3,204	(6,525)	2,784
Trade accounts payable and other	95	315	739	11,755	(68)	12,836
Accrued expenses and other current liabilities	440	370	228	7,677	(511)	8,204
Total current liabilities	6,465	819	1,008	22,636	(7,104)	23,824
Long-term debt, net of current portion	20,816	758	2,077	10,143	(10,160)	23,634
Deferred employee benefits	24	3,003	9	4,124	-	7,160
Other long-term obligations	541	241	18	5,977	8	6,785
Total liabilities	27,846	4,821	3,112	42,880	(17,256)	61,403
Equity attributable to the equity holders of the parent	56,690	4,548	5,013	73,454	(83,015)	56,690
Non-controlling interests	-	-	-	996	2,791	3,787
Total liabilities and equity	84,536	9,369	8,125	117,330	(97,480)	121,880

Condensed consolidating statements of operations for the year ended December 31, 2011

	Parent			Non-	Consolidating	ArcelorMittal -
	Company	Issuer	Guarantors	guarantors	Adjustments	Consolidated
Sales	-	4,541	10,095	82,820	(3,483)	93,973
Cost of sales (including depreciation and impairment)	7	3,790	9,905	75,300	(3,483)	85,519
Selling, general and administrative expenses	176	281	23	3,076	-	3,556
Operating income (loss)	(183)	470	167	4,444	-	4,898
Income from investments in subsidiaries, associates and joint ventures	3,327	90	-	94	(2,891)	620
Financing costs - net	(1,318)	(86)	(118)	(801)	(515)	(2,838)
Income (loss) before taxes	1,826	474	49	3,737	(3,406)	2,680
Income tax expense (benefit)	(437)	46	-	1,273	-	882
Net income from continuing operations (including non-controlling interests)	2,263	428	49	2,464	(3,406)	1,798
Discontinued operations, net of tax	-	-	-	461	-	461
Net income (including non-controlling interests)	2,263	428	49	2,925	(3,406)	2,259
Net income attributable to equity holders of the parent:
Net income from continuing operations	2,263	428	49	2,468	(3,406)	1,802
Net income from discontinued operations	-	-	-	461	-	461
Net income attributable to equity holders of the parent	2,263	428	49	2,929	(3,406)	2,263
Net income from continuing operations attributable to non-controlling interests	-	-	-	(4)	-	(4)
Net income (including non-controlling interests)	2,263	428	49	2,925	(3,406)	2,259

Condensed consolidating statements of cash flows for the year ended December 31, 2011

	Parent			Non-	Consolidating	ArcelorMittal -
	Company	Issuer	Guarantors	guarantors	Adjustments	Consolidated
Net cash provided by operating activities from continuing operations	(1,625)	112	262	3,218	-	1,967
Net cash used in operating activities from discontinued operations	-	-	-	(190)	-	(190)
Net cash provided by operating activities	(1,625)	112	262	3,028	-	1,777
Purchase of property, plant and equipment and intangibles	(4)	(65)	(278)	(4,491)	-	(4,838)
Acquisition of net assets of subsidiaries and non-controlling interests, net of cash acquired	-	-	-	(860)	-	(860)
Investment in subsidiaries, associates and joint ventures accounted for under equity method	(222)	-	-	(2,141)	2,268	(95)
Disposal of financial and fixed assets and other investing activities net	2,047	2	11	1,528	(2,268)	1,320
Cash receipt from loan to discontinued operations	-	-	-	900	-	900
Net cash flows used in investing activities from discontinued operations	-	-	-	(105)	-	(105)
Net cash used in investing activities	1,821	(63)	(267)	(5,169)	-	(3,678)
Financing activities:
Proceeds form mandatory convertible bonds	-	-	-	250	-	250
Acquisition of non-controlling interests	-	-	-	(108)	-	(108)
Proceeds from short-term debt	2,180	60	15	1,427	(2,120)	1,562
Proceeds from long-term debt, net of debt issuance costs	6,975	-	-	1,956	(1,762)	7,169
Payments of short-term debt	(5,000)	(52)	(11)	(3,785)	2,120	(6,728)
Payments of long-term debt	(3,186)	-	-	(42)	1,762	(1,466)
Sales of treasury shares for stock option exercises	5	-	-	-	-	5
Dividends paid	(1,172)	-	-	(32)	10	(1,194)
Other financing activities net	(5)	(57)	(3)	53	(10)	(22)
Net cash flows used in financing activities from discontinued operations	-	-	-	(8)	-	(8)
Net cash used in financing activities	(203)	(49)	1	(289)	-	(540)
Effect of exchange rate changes on cash	-	-	-	(68)	-	(68)
Net increase (decrease) in cash and cash equivalents	(7)	-	(4)	(2,498)	-	(2,509)
Cash and cash equivalents:
At the beginning of the year	7	-	10	6,190	-	6,207
Cash held for discontinued operations	-	-	-	123	-	123
At the end of the year	-	-	6	3,815	-	3,821

F-90