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, 2014

OR

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

OR

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

Commission file number 001-35788

ARCELORMITTAL

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization)

24-26, Boulevard d’Avranches, L-1160 Luxembourg,
Grand Duchy of Luxembourg

(Address of Registrant’s principal executive offices)

Henk Scheffer, Company Secretary, 24-26, Boulevard d’Avranches, L-1160 Luxembourg,
Grand Duchy of Luxembourg. Fax: +352 4792 89 3746

(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
Ordinary Shares	New York Stock Exchange
6.00% Mandatorily Convertible Subordinated Debt Securities due 2016	New York Stock Exchange

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

None

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

None

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

Ordinary Shares

1,665,392,222

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

Yes  x    No  ☐ 

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

Yes  ☐    No  x 

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

Yes  x    No  ☐ 

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

Yes  ☐    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, 2014 (the “Original Report”), as filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2015 to correct the formatting in the Edgarized version of the two tables below relating to “Earnings (loss) per common share (in U.S. dollars)” underneath the Consolidated Statements of Operations and “Other intangible assets” contained in Note 10 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,
	2012	2013	2014
Earnings (loss) per common share (in U.S. dollars)
Basic and diluted	(2.17)	(1.46)	(0.61)
Weighted average common shares outstanding (in millions) (note 19)
Basic and diluted	1,549	1,780	1,791

	Concessions, patents and licenses	Customer relationships and trade marks	Other	Total
Cost
At December 31, 2012	1,146	1,676	1,017	3,839
Acquisitions	17	-	6	23
Disposals	(90)	(3)	(79)	(172)
Foreign exchange differences	(2)	(10)	19	7
Divestments (note 3)	(5)	-	(82)	(87)
Transfers and other movements	52	4	(14)	42
At December 31, 2013	1,118	1,667	867	3,652
Acquisitions	18	-	4	22
Disposals	(10)	(10)	-	(20)
Foreign exchange differences	(129)	(164)	(5)	(298)
Divestments (note 3)	(14)	(3)	(2)	(19)
Transfers to assets held for sale (note 5)	-	(47)	-	(47)
Transfers and other movements	(10)	(18)	(3)	(31)
Fully amortized intangible assets *	(4)	(77)	(801)	(882)
At December 31, 2014	969	1,348	60	2,377
Accumulated amortization and impairment losses
At December 31, 2012	499	1,095	828	2,422
Disposals	(89)	(3)	(79)	(171)
Amortization charge	72	162	4	238
Impairment charge	83	-	79	162
Foreign exchange differences	-	2	17	19
Divestments (note 3)	(5)	-	-	(5)
Transfers to assets held for sale (note 5)	-	-	-	-
Transfers and other movements	(12)	-	-	(12)
At December 31, 2013	548	1,256	849	2,653
Disposals	(10)	(10)	-	(20)
Amortization charge	55	88	3	146
Impairment charge	-	-	-	-
Foreign exchange differences	(87)	(130)	(5)	(222)
Divestments (note 3)	(10)	(3)	(2)	(15)
Transfers to assets held for sale (note 5)	-	(34)	-	(34)
Transfers and other movements	(11)	(20)	-	(31)
Fully amortized intangible assets *	(4)	(77)	(801)	(882)
At December 31, 2014	481	1,070	44	1,595
Carrying amount
At December 31, 2013	570	411	18	999
At December 31, 2014	488	278	16	782

F-2

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.

F-3

TABLE OF CONTENTS

PART III

ITEM 18. FINANCIAL STATEMENTS

Reference is made to pages F-1 to F-121.

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.

F-4

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: February 26, 2015

F-5

ARCELORMITTAL AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2013 and 2014 and

for each of the three years in the period ended December 31, 2014

INDEX

	Page
Report of Independent Registered Public Accounting Firm	F-	7
Consolidated Statements of Financial Position	F-	8
Consolidated Statements of Operations	F-	10
Consolidated Statements of Other Comprehensive Income	F-	11
Consolidated Statements of Changes in Equity	F-	12
Consolidated Statements of Cash Flows	F-	13
Notes to Consolidated Financial Statements	F-	14

F-6

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, 2013 and 2014, and the related consolidated statements of operations, other comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014. 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, 2013 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

As discussed in Notes 1 and 27 to the consolidated financial statements, the accompanying 2012 and 2013 financial statements have been retrospectively adjusted for a change in the composition of reportable segments.

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, 2014, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2015 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte Audit S.à.r.l.

Luxembourg, Grand Duchy of Luxembourg

February 24, 2015

F-7

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Financial Position

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

	December 31,
	2013	2014
ASSETS
Current assets:
Cash and cash equivalents (note 6)	6,072	3,893
Restricted cash (note 6)	160	123
Trade accounts receivable and other, including 424 and 469 from related parties at December 31, 2013 and 2014, respectively (notes 7 and 16)	4,886	3,696
Inventories (note 8)	19,240	17,304
Prepaid expenses and other current assets (note 9)	3,375	2,627
Assets held for sale (note 5)	292	414
Total current assets	34,025	28,057
Non-current assets:
Goodwill and intangible assets (note 10)	8,734	8,104
Biological assets (note 11)	132	128
Property, plant and equipment (note 12)	51,232	46,465
Investments in associates and joint ventures (note 13)	7,195	5,833
Other investments (note 14)	738	1,202
Deferred tax assets (note 21)	8,938	7,962
Other assets (note 15)	1,314	1,428
Total non-current assets	78,283	71,122
Total assets	112,308	99,179

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

F-8

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Financial Position

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

	December 31,
	2013	2014
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt (note 17)	4,092	2,522
Trade accounts payable and other, including 143 and 290 to related parties at December 31, 2013 and 2014, respectively (note 16)	12,604	11,450
Short-term provisions (note 22)	1,206	1,024
Accrued expenses and other liabilities (note 23)	7,071	5,740
Income tax liabilities	179	230
Liabilities held for sale (note 5)	83	157
Total current liabilities	25,235	21,123
Non-current liabilities:
Long-term debt, net of current portion (note 17)	18,219	17,275
Deferred tax liabilities (note 21)	3,115	3,004
Deferred employee benefits (note 25)	9,494	10,074
Long-term provisions (note 22)	1,883	1,587
Other long-term obligations	1,189	956
Total non-current liabilities	33,900	32,896
Total liabilities	59,135	54,019
Commitments and contingencies (notes 24 and 26)
Equity (note 19):
Common shares (no par value, 1,995,857,213 and 1,995,857,213 shares authorized, 1,665,392,222 and 1,665,392,222 shares issued, and 1,653,599,548 and 1,654,373,809 shares outstanding at December 31, 2013 and 2014, respectively)	10,011	10,011
Treasury shares (11,792,674 and 11,018,413 common shares at December 31, 2013 and 2014, respectively, at cost)	(414)	(399)
Additional paid-in capital	20,248	20,258
Subordinated perpetual capital securities	650	-
Mandatorily convertible notes	1,838	1,838
Retained earnings	24,037	22,182
Reserves	(6,577)	(11,804)
Equity attributable to the equity holders of the parent	49,793	42,086
Non-controlling interests	3,380	3,074
Total equity	53,173	45,160
Total liabilities and equity	112,308	99,179

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

F-9

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Operations

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

	Year Ended December 31,
	2012	2013	2014
Sales	84,213	79,440	79,282
(including 5,181, 4,770 and 6,606 of sales to related parties for 2012, 2013 and 2014, respectively)
Cost of sales	83,543	75,247	73,288
(including depreciation and impairment of 9,737, 5,139 and 4,203 and 1,505, 1,310 and 1,355 of purchases from related parties for 2012, 2013 and 2014, respectively)
Gross margin	670	4,193	5,994
Selling, general and administrative expenses	3,315	2,996	2,960
Operating income (loss)	(2,645)	1,197	3,034
Income (loss) from investments in associates, joint ventures and other investments	185	(442)	(172)
Financing costs - net (note 20)	(2,915)	(3,115)	(3,382)
Income (loss) before taxes	(5,375)	(2,360)	(520)
Income tax expense (benefit) (note 21)	(1,906)	215	454
Net income (loss) (including non-controlling interests)	(3,469)	(2,575)	(974)
Net income attributable to equity holders of the parent:
Net income (loss) attributable to equity holders of the parent	(3,352)	(2,545)	(1,086)
Net income (loss) attributable to non-controlling interests	(117)	(30)	112
Net income (loss) (including non-controlling interests)	(3,469)	(2,575)	(974)
	Year Ended December 31,
	2012	2013	2014
Earnings (loss) per common share (in U.S. dollars)
Basic and diluted	(2.17)	(1.46)	(0.61)
Weighted average common shares outstanding (in millions) (note 19)
Basic and diluted	1,549	1,780	1,791
The accompanying notes are an integral part of these consolidated financial statements.

F-10

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Other Comprehensive Income

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

		Year Ended December 31,
		2012		2013		2014
Net income (loss) (including non-controlling interests)			(3,469)		(2,575)		(974)
Items that can be recycled to the consolidated statements of operations
Available-for-sale investments:
	Gain (loss) arising during the period	(95)		(34)		449
	Reclassification adjustments for loss (gain) included in the consolidated statements of operations	-		100		44
		(95)		66		493
Derivative financial instruments:
	Gain (loss) arising during the period	4		(25)		181
	Reclassification adjustments for loss (gain) included in the consolidated statements of operations	(717)		(120)		(2)
		(713)		(145)		179
Exchange differences arising on translation of foreign operations:
	Gain (loss) arising during the period	78		(965)		(4,198)
	Reclassification adjustments for loss (gain) included in the consolidated statements of operations	392		(25)		(55)
		470		(990)		(4,253)
Share of other comprehensive income (loss) related to associates and joint ventures
	Gain (loss) arising during the period	(579)		2		(601)
	Reclassification adjustments for (gain) loss included in the consolidated statements of operations	-		-		(61)
		(579)		2		(662)
Income tax benefit (expense) related to components of other comprehensive income (loss) that can be recycled to the consolidated statements of operations		134		114		(11)
Items that cannot be recycled to the consolidated statements of operations
Employee benefits
	Recognized actuarial gains (losses)	(1,205)		2,206		(1,531)
	Share of other comprehensive income (loss) related to associates and joint ventures	-		(13)		4
Income tax benefit (expense) related to components of other comprehensive income that cannot be recycled to the consolidated statements of operations		72		(155)		94
Total other comprehensive income (loss)		(1,916)		1,085		(5,687)
Total other comprehensive income (loss) gain attributable to:
Equity holders of the parent		(1,883)		1,314		(5,536)
Non-controlling interests		(33)		(229)		(151)
			(1,916)		1,085		(5,687)
Total comprehensive income (loss)			(5,385)		(1,490)		(6,661)
Total comprehensive income (loss) attributable to:
Equity holders of the parent			(5,235)		(1,231)		(6,622)
Non-controlling interests			(150)		(259)		(39)
Total comprehensive income (loss)			(5,385)		(1,490)		(6,661)

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

F-11

ARCELORMITTAL AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
(millions of U.S. dollars, except share and per share data)
											Reserves
											Items that can be recycled to the Consolidated Statements of Operations			Items that cannot be recycled to the Consolidated Statements of Operations
		Shares1, 2		Share capital		Treasury Shares	Subordinated perpetual capital securities	Mandatorily convertible notes	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	Recognized actuarial (losses) gains	Equity attributable to the equity holders of the parent	Non-controlling interests	Total Equity
	Balance at December 31, 2011	1,549	-	9,403		(419)	-	-	19,056	30,710	(2,880)	235	764	(4,127)	52,742	3,762	56,504
	Net loss (including non-controlling interests)	-	-	-		-	-	-	-	(3,352)	-	-	-	-	(3,352)	(117)	(3,469)
	Other comprehensive income (loss)	-	-	-		-	-	-	-	-	636	(449)	(937)	(1,133)	(1,883)	(33)	(1,916)
	Total comprehensive income (loss)	-	-	-		-	-	-	-	(3,352)	636	(449)	(937)	(1,133)	(5,235)	(150)	(5,385)
	Issuance of subordinated perpetual capital securities	-		-		-	650	-	-	(8)	-	-	-	-	642	-	642
	Recognition of share based payments	-	-	-		5	-	-	26	-	-	-	-	-	31	-	31
	Dividend	-	-	-		-	-	-	-	(1,161)	-	-	-	-	(1,161)	(20)	(1,181)
	Acquisition of non-controlling interests (note 4)	-	-	-		-	-	-	-	1	-	-	-	-	1	(33)	(32)
	Disposal of non-controlling interests (note 3)	-	-	-		-	-	-	-	-	-	-	-	-	-	(140)	(140)
	Other movements	-	-	-		-	-	-	-	(4)	-	-	-	-	(4)	31	27
	Balance at December 31, 2012	1,549	-	9,403		(414)	650	-	19,082	26,186	(2,244)	(214)	(173)	(5,260)	47,016	3,450	50,466
	Net loss	-	-	-	-	-	-	-	-	(2,545)	-	-	-		(2,545)	(30)	(2,575)
	Other comprehensive income (loss)	-	-	-	-	-	-	-	-	-	(666)	(110)	68	2,022	1,314	(229)	1,085
	Total comprehensive income (loss)	-		-		-	-	-	-	(2,545)	(666)	(110)	68	2,022	(1,231)	(259)	(1,490)
	Offering of common shares	105		608		-	-	-	1,148	-	-	-	-		1,756	-	1,756
	Mandatorily convertible notes	-		-		-	-	1,838	-	-	-	-	-	-	1,838	-	1,838
	Baffinland dilution	-		-		-	-	-	-	-	-	-	-	-	-	(208)	(208)
	Other changes in non-controlling interests (note 4)	-		-		-	-	-	-	722	-	-	-	-	722	402	1,124
	Recognition of share based payments	-	-	-	-	-	-	-	18	-	-	-	-	-	18	-	18
	Dividend	-	-	-	-	-	-	-	-	(332)	-	-	-	-	(332)	(23)	(355)
	Coupon on subordinated perpetual capital securities			-	-	-	-	-	-	(57)	-	-	-	-	(57)	-	(57)
	Other movements	-	-	-	-	-	-	-	-	63	-	-	-	-	63	18	81
	Balance at December 31, 2013	1,654`	-	10,011	-	(414)	650	1,838	20,248	24,037	(2,910)	(324)	(105)	(3,238)	49,793	3,380	53,173
	Net loss	-		-		-	-	-	-	(1,086)	-	-	-		(1,086)	112	(974)
	Other comprehensive income (loss)	-		-		-	-	-	-	-	(4,717)	104	510	(1,433)	(5,536)	(151)	(5,687)
	Total comprehensive income (loss)	-  -		-		-	-	-	-	(1,086)	(4,717)	104	510	(1,433)	(6,622)	(39)	(6,661)
	Redemption of subordinated perpetual capital securities			-		-	(650)	-	-	(7)	-	-	-		(657)	-	(657)
	Option premiums on treasury shares (note 19)	-		-		-	-	-	-	(309)	-	309	-	-	-	-	-
	Mandatory convertible bonds extension (note 4)	-		-		-	-	-	-	-	-	-	-	-	-	(47)	(47)
	Other changes in non-controlling interests	-		-		-	-	-	-	(34)	-	-	-	-	(34)	(75)	(109)
	Recognition of share based payments	-		-		15	-	-	10		-	-	-	-	25	-	25
	Dividend	-		-		-	-	-	-	(333)	-	-	-	-	(333)	(118)	(451)
	Coupon on subordinated perpetual capital securities			-		-	-	-	-	(22)	-	-	-	-	(22)	-	(22)
	Other movements	-		-		-	-	-	-	(64)	-	-	-	-	(64)	(27)	(91)
	Balance at December 31, 2014	1,654 `		10,011		(399)	-	1,838	20,258	22,182	(7,627)	89	405	(4,671)	42,086	3,074	45,160
1	Excludes treasury shares
2	In millions of shares
							The accompanying notes are an integral part of these consolidated financial statements.

F-12

ARCELORMITTAL AND SUBSIDIARIES

Consolidated Statements of Cash Flows

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

		Year Ended December 31,
		2012	2013	2014
Operating activities:
Net income (loss) (including non-controlling interests)		(3,469)	(2,575)	(974)
Adjustments to reconcile net income to net cash provided by operations:
	Depreciation (notes 10, 11 and 12)	4,702	4,695	3,939
	Impairment (notes 10 and 12)	5,035	444	264
	Interest expense (note 20)	2,031	1,890	1,565
	Interest income (note 20)	(157)	(113)	(96)
	Income tax (benefit) expense (note 21)	(1,906)	215	454
	Write-downs (recoveries) of inventories to net realizable value and expense related to onerous supply contracts	(154)	15	17
	Provisions for labor agreements and separation plans	306	361	90
	Litigation provisions (reversals)	86	18	(52)
	Recycling of deferred gain on raw material hedges	(566)	(92)	-
	Net gain on disposal of subsidiaries and net assets	(573)	(28)	(192)
	(Income) loss from investments in associates, joint ventures and other investments (note 13)	(158)	442	172
	Provision on pensions and OPEB (note 25)	443	670	591
	Change in fair value adjustment on conversion options on the euro convertible bond, call options on ArcelorMittal shares and Mandatory Convertible Bonds (note 20)	99	12	(112)
	Income tax amnesty expenses (note 20)	-	80	161
	Unrealized foreign exchange effects	54	341	413
	Other provisions and non-cash operating expenses net	(4)	(167)	433
Changes in assets and liabilities that provided (required) cash, net of acquisitions:
	Trade accounts receivable	1,153	115	537
	Inventories	2,794	(609)	(122)
	Trade accounts payable	(1,123)	1,258	(47)
	Interest paid	(1,751)	(1,967)	(1,713)
	Interest received	57	106	97
	Income taxes paid	(555)	(102)	(337)
	Dividends received from associates, joint ventures and other investments	205	219	209
	Cash contributions to plan assets and benefits paid for pensions and OPEB (note 25)	(1,162)	(709)	(674)
	VAT and other amount received (paid) from/to public authorities	241	(14)	(112)
	Other working capital and provisions movements	(288)	(209)	(641)
	Net cash provided by operating activities	5,340	4,296	3,870
Investing activities:
	Purchase of property, plant and equipment and intangibles including cash outflows in connection with exploration/evaluation activities of 19, 2 and nil in 2012, 2013 and 2014, respectively.	(4,717)	(3,452)	(3,665)
	Disposal of net assets of subsidiaries, net of cash disposed of (477), (48) and (85) in 2012, 2013 and 2014, respectively (note 3)	544	34	232
	Acquisition of associates and joint ventures (note 13)	(43)	(173)	(258)
	Disposals of financial assets	463	511	532
	Other investing activities net	23	203	82
	Net cash used in investing activities	(3,730)	(2,877)	(3,077)
Financing activities:
	Proceeds/(Payments) from/(of) subordinated perpetual capital securities (note 19)	642	-	(657)
	(Acquisition) disposal of non-controlling interests (note 4)	(62)	1,100	(17)
	Proceeds from short-term debt	1,685	1,172	1,855
	Proceeds from long-term debt	4,086	76	2,419
	Payments of short-term debt	(3,655)	(4,696)	(4,545)
	Payments of long-term debt	(2,427)	(846)	(1,282)
	Proceeds from mandatorily convertible notes (note 19)	-	2,222	-
	Common stock offering	-	1,756	-
	Dividends paid (includes 20, 26 and 108 of dividends paid to non-controlling shareholders in 2012, 2013 and 2014 respectively)	(1,191)	(415)	(458)
	Other financing activities net	(97)	(128)	(65)
	Net cash (used in) provided by financing activities	(1,019)	241	(2,750)
	Effect of exchange rate changes on cash	(13)	19	(230)
	Net increase (decrease) in cash and cash equivalents	578	1,679	(2,187)
Cash and cash equivalents:
At the beginning of the year		3,824	4,402	6,072
Reclassification of the period-end cash and cash equivalent (to) from held for sale		-	(9)	8
At the end of the year		4,402	6,072	3,893
The accompanying notes are an integral part of these consolidated financial statements.

F-13

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 steel manufacturing and mining facilities in Europe, North and South America, Asia and Africa. Collectively, these subsidiaries and facilities are referred to in the consolidated financial statements as the “Operating Subsidiaries”. These consolidated financial statements were authorized for issuance on February 24, 2015 by the Company’s Board of Directors.

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, biological assets and certain assets and liabilities held for sale, which are measured at fair value less cost to sell 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.

As from January 1, 2014, ArcelorMittal implemented changes to its organizational structure which provide a greater geographical focus. Accordingly, the Company modified the structure of its segment information in order to reflect changes in its approach to managing its operations and prior period segment disclosures have been recast to reflect this new segmentation in conformity with IFRS. ArcelorMittal’s reportable segments changed to NAFTA, Brazil and neighboring countries (“Brazil”), Europe, Africa & Commonwealth of Independent States ("ACIS") and Mining. The NAFTA segment includes the Flat, Long and Tubular operations of USA, Canada and Mexico. The Brazil segment includes the Flat operations of Brazil, and the Long and Tubular operations of Brazil and its neighboring countries including Argentina, Costa Rica, Trinidad and Tobago and Venezuela. The Europe segment comprises the Flat, Long and Tubular operations of the European business, as well as Distribution Solutions (AMDS). The ACIS segment is largely unchanged with the addition of some Tubular operations and distribution activities (ArcelorMittal International). The Mining segment remains unchanged.

Adoption of new IFRS standards, amendments and interpretations applicable in 2014

On January 1, 2014, the Company adopted amendments to IAS 32 “Financial Instruments: Presentation” as issued by the IASB on December 16, 2011, amendments to IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities” and IAS 27 “Separate Financial Statements” as issued by the IASB on October 31, 2012 and International Financial Reporting Interpretations Committee (“IFRIC”) 21 “Levies” as issued by the IASB on May 20, 2013. In addition the Company adopted amendments to IAS 39 “Financial Instruments: Recognition and Measurement” as issued by the IASB on June 27, 2013. All amendments and interpretations are effective for annual periods beginning on or after January 1, 2014.

·Amendments to IAS 32 clarify the application of the offsetting of financial assets and financial liabilities requirement.

·Amendments to IFRS 10, IFRS 12 and IAS 27 apply to a particular class of businesses that qualifies as investment entities which must also evaluate the performance of their investments on a fair value basis.

·Amendments to IAS 39 clarify that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met.

·IFRIC 21 clarifies that an entity should recognize a liability for a levy only when the activity that triggers a payment, as identified by the relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only if the activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be recognized before the specified minimum threshold is reached.

F-14

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

On May 29, 2013, the IASB published amendments to IAS 36 “Impairment of Assets” which are effective for annual periods beginning on or after January 1, 2014 and were early adopted by the Company on January 1, 2013.

The adoption of the new interpretation and amendments did not have a material impact on the Company’s consolidated financial statements.

New IFRS standards and interpretations applicable from 2015 onward

On November 21, 2013, the IASB published amendments to IAS 19 “Employee Benefits”, which clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. In addition, it permits a practical expedient if the amount of the contributions is independent of the numbers of years of service. These amendments are effective for annual periods beginning on or after July 1, 2014. The adoption of these amendments will not have a material impact on the consolidated financial statements of the Company.

On December 12, 2013, the IASB published Annual Improvements 2010-2012 as part of its annual improvements process to make amendments to the following standards:

·IFRS 2 “Share-based Payment”, amends the definition of vesting condition and market condition and adds definitions for performance condition and service condition

·IFRS 3 “Business Combinations”, provides additional guidance for accounting for contingent consideration in a business combination

·IFRS 8 “Operating Segments”, provides clarification of the requirements for the aggregation of operating segments and the reconciliation of the total of the reportable segments’ assets to the entity’s assets

·IFRS 13 “Fair Value Measurement”, provides additional guidance for the measurement of short-term receivables and payables

·IAS 16 “Property, Plant and Equipment”, provides additional guidance for the proportionate restatement of accumulated depreciation when the revaluation method is applied

·IAS 24 “Related Party Disclosure”, provides additional guidance for the definition of key management personnel

·IAS 38 “Intangible Assets”, provides additional guidance for the proportionate restatement of accumulated depreciation when the revaluation method is applied

These amendments are effective for annual periods beginning on or after July 1, 2014. The adoption of these amendments will not have a material impact on the consolidated financial statements of the Company.

Also, on December 12, 2013, the IASB published Annual Improvements 2011-2013 as part of its annual improvements process to make amendments to the following standards:

·IFRS 1 “First-time Adoption of International Financial Reporting Standards”, provides additional guidance for the effectiveness of IFRSs

·IFRS 3 “Business Combinations”, clarifies the scope of exception for joint arrangements

·IFRS 13 “Fair Value Measurement”, clarifies the scope of portfolio exception

·IAS 40 “Investment Property”, provides clarification of the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owner-occupied property

These amendments are effective for annual periods beginning on or after July 1, 2014. The adoption of these amendments will not have a material impact on the consolidated financial statements of the Company.

On January 30, 2014, the IASB issued IFRS 14 “Regulatory Deferral Accounts”. The aim of this standard is to enhance the comparability of financial reporting by entities that are engaged in rate-regulated activities. This standard is effective for annual periods beginning on or after January 1, 2016, with early application permitted. The adoption of this new standard will not have an impact on the consolidated financial statements of the Company as it applies to IFRS first-time adopters.

On May 6, 2014, the IASB published amendments to IFRS 11 “Joint Arrangements”. The amendments clarify the accounting for acquisitions of an interest in a joint operation when the operation constitutes a business. The amendments are effective for annual periods beginning on or after January 1, 2016, with early application permitted. The Company does not expect that the adoption of these new amendments will have a material impact to its consolidated financial statements.

On May 12, 2014, the IASB published amendments to IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets”. The IASB clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB also clarified that revenue is generally presumed to be an inappropriate

F-15

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The amendments are effective for annual periods beginning on or after January 1, 2016, with early application permitted. The Company does not expect that the adoption of these new amendments will have a material impact to its consolidated financial statements.

On May 28, 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers” which specifies how and when to recognize revenue as well as requiring entities to provide users of financial statements with more informative and relevant disclosures. The standard supersedes IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations. This standard is effective for annual periods beginning on or after January 1, 2017. The Company is still in the process of assessing whether there will be a material change to its consolidated financial statements upon adoption of this new standard.

On June 30, 2014, the IASB issued amendments to IAS 16 and IAS 41 “Agriculture” which changes the financial reporting for bearer plants, such as grape vines, rubber trees and oil palms. The IASB decided that bearer plants should be accounted for and measured after initial recognition on a cost or revaluation basis in accordance with IAS 16, because their operation is similar to that of manufacturing. Consequently, the amendments include them within the scope of IAS 16, instead of IAS 41. The produce growing on bearer plants will remain within the scope of IAS 41. The amendments are effective for annual periods beginning on or after January 1, 2016, with early application permitted. The Company is still in the process of assessing whether there will be a material change to its consolidated financial statements upon adoption of these new amendments.

On July 24, 2014, the IASB issued the final version of IFRS 9 “Financial Instruments (2014)” which replaces IAS 39, bringing together the classification and measurement, impairment and hedge accounting. The final version of the standard contains requirements in the following areas:

·Classification and measurement. Financial assets are classified by reference to the business model within which they are held and their contractual cash flow characteristics. The final version of IFRS 9 introduces a 'fair value through other comprehensive income' category for certain debt instruments. Financial liabilities are classified in a similar manner to under IAS 39, however there are differences in the requirements regarding the measurement of an entity's own credit risk.

·Impairment. The final version of IFRS 9 introduces an 'expected credit loss' model for the measurement of the impairment of financial assets, so it is no longer necessary for a credit event to have occurred before a credit loss is recognized.

·Hedge accounting. The standard introduces a new hedge accounting model that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures.

·Derecognition. The requirements for the derecognition of financial assets and liabilities are carried forward from IAS 39.

IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The Company is still in the process of assessing whether there will be a material change to its consolidated financial statements upon adoption of this new standard.

On August 12, 2014, the IASB published amendments to IAS 27 which will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. These amendments are effective for annual periods beginning on or after January 1, 2016, with early application permitted. The adoption of these new amendments will not have an impact on the consolidated financial statements of the Company as they apply to separate financial statements.

On September 11, 2014, the IASB issued amendments to IFRS 10 and IAS 28 “Investments in Associates and Joint Ventures” which address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture.  The amendments set out that a full gain or loss is recognized when the assets constitute a business or a partial gain or loss is recognized when the assets do not constitute a business. The amendments will be effective from annual periods commencing on or after 1 January 2016. The Company does not expect that the adoption of these new amendments will have a material impact to its consolidated financial statements.

On September 25, 2014, the IASB issued Annual Improvements 2012-2014 to make amendments to the following standards:

·IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” introduces guidance relating to changes in methods of disposal,

F-16

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

·IFRS 7 “Financial Instruments: Disclosures” provides additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset and clarifies the applicability of the amendments to IFRS 7 on offsetting disclosure to condensed interim financial statements,

·IAS 19, clarifies determination of the discount rate in a regional market sharing the same currency,

·IAS 34 “Interim Financial Reporting” clarifies the meaning of 'elsewhere in the interim report' and the requirements relating to cross-reference disclosure in the interim financial report.

The amendments will be effective from annual periods commencing on or after July 1, 2016. The Company is still in the process of assessing whether there will be a material change to its consolidated financial statements upon the adoption of these new amendments.

On December 18, 2014, the IASB issued amendments to IFRS 10, IFRS 12 and IAS 28 which clarify the scope and measurement method regarding consolidation and disclosure of investment entities. These amendments are effective for annual periods beginning on or after January 1, 2016, with early application permitted. The adoption of these new amendments will not have an impact on the consolidated financial statements of the Company as they apply to investment entities.

On December 18, 2014, the IASB issued amendments to IAS 1 “Presentation of Financial Statements” which clarify various presentation and disclosure requirements related to materiality, subtotals, disaggregation and accounting policies.  These amendments are effective for annual periods beginning on or after January 1, 2016, with early application permitted. The adoption of these new amendments will not have a material impact on the consolidated financial statements of the Company.

The Company does not plan to early adopt the new accounting standards, amendments and interpretations.

Basis of consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries and its interests in associated companies and joint arrangements. Subsidiaries are consolidated from the date the Company obtains control (ordinarily the date of acquisition) until the date control ceases. The Company controls an entity when it is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the 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 it does not control. Generally, significant influence is presumed to exist when the Company holds more than 20% of the voting rights. Joint arrangements, which include joint ventures and joint operations, are those over whose activities the Company has joint control, typically under a contractual arrangement. In joint ventures, ArcelorMittal exercises joint control and has rights to the net assets of the arrangement. The consolidated financial statements include the Company’s share of the profit or loss of associates and joint ventures using the equity method of accounting from the date that significant influence or joint control commences until the date significant influence or joint control 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. For investments in joint operations, in which ArcelorMittal exercises joint control and has rights to the assets and obligations for the liabilities relating to the arrangement, the Company recognizes its assets, liabilities and transactions, including its share of those incurred jointly.

 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 17, 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 inter-company transactions 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, in the consolidated statements of other comprehensive income and within equity in the consolidated statements of financial position.

F-17

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies

Business combinations

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. The Company controls an entity when it is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

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.

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 as a reduction of cost of sales in the consolidated statements of operations.

Any contingent consideration payable is recognized at fair value at the acquisition date and any costs directly attributable to the business combination are expensed as incurred.

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.

F-18

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Accounting for acquisitions of non-controlling interests

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.

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 principal Operating Subsidiaries is the local currency, except for ArcelorMittal Kryvyi Rih, ArcelorMittal Mexico, ArcelorMittal Mines Canada, ArcelorMittal Point Lisas, ArcelorMittal Temirtau and ArcelorMittal International Luxembourg, whose functional currency is the U.S. dollar and ArcelorMittal Ostrava, ArcelorMittal Poland and ArcelorMittal Galati, 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 within financing costs 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.

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 overdue by more than 180 days because historical experience is such that such receivables are generally not recoverable, unless it can be clearly demonstrated that the receivable is still collectible. Estimated unrecoverable amounts of trade receivables between 60 days and 180 days overdue are provided for based on past default experience.

F-19

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Trade accounts payable and other

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 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. 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

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. As of January 1, 2014, the Company implemented changes to its organizational structure and its internal reporting which has a greater geographical focus. The operating segments have been changed to NAFTA, Brazil, Europe, ACIS and Mining to reflect the new structure. See note 27 for further discussion of the Company’s operating segments.

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 governments 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.

Biological assets

Biological assets are part of the Brazil operating segment and consist of eucalyptus forests exclusively from renewable plantations and intended for the production of charcoal to be utilized as fuel and a source of carbon in the direct reduction process of pig iron production. As a result of improvements in forest management techniques, including the genetic improvement of trees, the cycle of harvesting through replanting occurs over approximately six to seven years.

Biological assets are measured at their fair value, net of estimated costs to sell at the time of harvest.

The fair value is determined based on the discounted cash flow method, taking into consideration the cubic volume of wood, segregated by plantation year, and the equivalent sales value of standing trees. The average sales price was estimated based on domestic market prices.

Property, plant and equipment

Property, plant and equipment is 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 land and assets used in mining activities, property, plant and equipment is 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 50 years
Auxiliary facilities	15 to 45 years
Other facilities	5 to 20 years

F-20

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Major improvements, which add to productive capacity or extend the life of an asset, are capitalized, while repairs and maintenance are expensed 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 below in “Stripping and overburden removal costs”).

Property, plant and equipment used in mining activities is 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 primarily depreciated on a units-of-production basis. A unit-of-production is based on the available estimate of proven and probable reserves.

Capitalization of pre-production expenditures ceases 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 is recorded as construction in progress until it is ready for its intended use; thereafter it is transferred to the related class of property, plant and equipment and depreciated over 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 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 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. During 2014, the Company performed a review of the useful lives of its assets and determined its maintenance and operating practices have enabled a change in the useful lives of plant and equipment (see note 12).

Mining Reserves

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 ore bodies 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 in 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.

F-21

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

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

Capitalization of developmental stripping costs ends when the commercial production of the minerals commences.

Production stripping costs are incurred to extract the ore in the form of inventories and / or to improve access to an additional component of an ore body or deeper levels of material. Production stripping costs are accounted for as inventories to the extent the benefit from production stripping activity is realized in the form of inventories. Production stripping costs are recognized as a non-current asset (“stripping activity assets”) to the extent it is probable that future economic benefit in terms of improved access to ore will flow to the Company, the components of the ore body for which access has been improved can be identified and the costs relating to the stripping activity associated with that component can be measured reliably.

All stripping costs assets (either stripping activity assets or capitalized developmental stripping costs) are presented within a specific “mining assets” class of property, plant and equipment and then depreciated on a units-of-production basis.

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;

F-22

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

·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 expenditures are generally recorded as a component of property, plant and equipment at cost less impairment charges, unless their nature requires them 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);

·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 approved, expenditures capitalized as exploration and evaluation are reclassified as construction in progress and are reported 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 to the appropriate category of property, plant and equipment and depreciated accordingly.

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. Subsequently, when reliably measurable, ARO is recorded on the consolidated statements of financial position increasing the cost of the asset and the fair value of the related obligation. Foreign exchange gains or losses on AROs denominated in foreign currencies are recorded in the consolidated statement of operations.

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.

F-23

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

In estimating 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, 2014, the Company determined it has 70 cash-generating units.

An impairment loss, related to tangible and intangible assets other than goodwill, 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 is tested for impairment annually at the level of the groups of cash-generating units which correspond to the operating segments as of October 31, or whenever changes in circumstances indicate that the carrying amount may not be recoverable. The goodwill impairment test as of October 31, 2014 reflects the historical structure of the Company (five operating segments) as of the testing date. 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 as the higher of (1) fair value less cost to sell or (2) value in use. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the forecast 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 for goodwill are not reversed.

Lease arrangements

The Company may enter into arrangements that do not take the legal form of a lease, but may contain a lease. This will be the case if the following two criteria are met:

·The fulfillment of the arrangement is dependent on the use of a specific asset and

·The arrangement conveys a right to use the asset.

Assets under lease arrangements which transfer substantially all of the risks and rewards of ownership to the Company are classified as finance leases. On initial recognition, the leased asset and its related liability are measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset while the minimum lease payments are apportioned between financing costs and reduction of the lease liability.

Assets held under lease arrangements that are not finance leases are classified as operating leases and are not recognized in the consolidated statements of financial position. Payments made under operating leases are recognized in cost of sales in the consolidated statements of operations on a straight-line basis over the lease terms.

F-24

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Investment in associates, joint arrangements and other entities

Investments in associates, in which ArcelorMittal has the ability to exercise significant influence, and investments in joint ventures, in which ArcelorMittal exercises joint control and has rights to the net assets of the arrangement, 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 considered 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 (loss) from associates, joint ventures and other investments in the consolidated statements of operations.

For investments in joint operations, in which ArcelorMittal exercises joint control and has rights to the assets and obligations for the liabilities relating to the arrangement, the Company recognizes its assets, liabilities and transactions, including its share of those incurred jointly.

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 consolidated statements of other comprehensive income. To the extent that these investments do not have a readily determinable fair value, they are accounted for under the cost method.

Assets held for sale

Non-current assets and disposal groups that are classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale 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 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 are presented separately in the consolidated statements of financial position and are not depreciated.

Deferred employee benefits

Defined contribution plans are those plans where ArcelorMittal pays fixed or determinable contributions to 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.

The retirement benefit obligation recognized in the consolidated statements of financial position represents the present value of the defined benefit obligation less the fair value of plan assets. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the plan. 

Current service cost, which is the increase of the present value of the defined benefit obligation resulting from the employee service in the current period, is recorded as an expense as part of cost of sales and selling, general and administrative expenses in the consolidated statements of operations. The net interest cost, which is the change during the period in the net defined benefit liability or asset that arises from the passage of time, is recognized as part of net financing costs in the consolidated statements of operations.

F-25

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

The Company recognizes gains and losses on the curtailment of a defined benefit plan when the curtailment occurs. The gain or loss on curtailment comprises any resulting change in the fair value of plan assets, any change in the present value of the defined benefit obligation, any related actuarial gains and losses and past service cost that had not been previously recognized. Past service cost is the change in the present value of the defined benefit obligation resulting from a plan amendment or a curtailment. Past service cost is recognized immediately in the consolidated statements of operations in the period in which it arises.

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 terminating an employee’s contract before the normal retirement date. Liabilities for early retirement plans are recognized when the affected employees have formally been informed and when amounts owed 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 can no longer withdraw the offer or, if earlier, when it has a detailed formal plan which 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 in the period in which they arise.

The expense associated with the above 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, healthcare cost trend rates, mortality rates, and retirement rates.

·Discount rates – The discount rate is based on several high quality corporate bond indexes and yield curves 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.

·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.

Note 25 details the net liabilities of pension plans and other post-employment benefits including a sensitivity analysis illustrating the effects of changes in assumptions.

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, 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 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

F-26

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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.

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 (loss) 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 current income tax expense (benefit) 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 operating 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 profit reported in the consolidated statement of operations.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and 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 enable all or part of the asset to be recovered. The Company reviews the deferred tax assets in the different jurisdictions in which it operates 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. Due to the numerous variables associated with these judgments and assumptions, both the precision and reliability of the resulting estimates of the deferred tax assets are subject to substantial uncertainties.

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

F-27

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Note 21 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.

Fair value

The Company classifies the bases used to measure certain assets and liabilities at their fair value. Assets and liabilities carried or measured 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 that the entity can access at the measurement date;

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.

Financial instruments

Derivative financial instruments and hedge accounting

The Company uses 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 the trade date. Embedded derivatives are separated from the host contract and accounted for separately if they are not closely related to the host contract. 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.

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. Non-derivative financial assets 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 of substantially all risks and rewards of the instruments. Non-derivative financial liabilities are derecognized when they are extinguished (i.e. when the obligation specified in the contract is discharged, cancelled or expires).

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 gains and losses, net of the related tax effect, on available-for-sale equity securities

F-28

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

are reported in the consolidated statements of other comprehensive income, until realized. Realized gains and losses from the sale of available-for-sale securities are determined on an average cost method.

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.

Financial assets are tested for impairment annually or whenever changes in circumstances indicate that the carrying amount may not be recoverable. 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 in 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.

Subordinated perpetual capital securities

Subordinated perpetual capital securities issued by the Company are classified as equity as the Company has no contractual obligation to redeem the securities and coupon payment may be deferred under certain circumstances. Coupons become payable whenever the Company makes dividend payments. Coupon accruals are considered in the determination of earnings for the purpose of calculating earnings per share.

Mandatorily convertible notes

Mandatorily convertible notes issued by the Company are accounted for as compound financial instruments. The net present value of the coupon payments at issuance date is recognized as long-term obligation and carried at amortized cost. The value of the equity component is determined based upon the difference of the cash proceeds received from the issuance of the notes and the net present value of the financial liability component on the date of issuance and is included 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.

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.

Revenue from the sale of iron ore or is recognized when the risk and rewards of ownership are transferred to the buyer. The selling price is contractually determined on a provisional basis, based on a reliable estimate of the selling price and adjustments in

F-29

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

the price may subsequently occur depending on movements in the reference price or contractual iron ore prices to the date of the final pricing and final product specifications.

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, foreign exchange gains and losses, accretion of long-term liabilities and defined benefit obligations. 

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. Net income attributable to ordinary shareholders takes into consideration dividend rights of preferred shareholders such as holders of subordinated perpetual capital securities. 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.

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 five reportable segments: NAFTA, Brazil and neighboring countries (“Brazil”), Europe, ACIS, and Mining.

The Company is organized in five 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 group management board “GMB”.

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, by country or region, 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. Unless otherwise stated in the table heading as a segment disclosure, these disclosure are specific to the country or region stated. 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.

F-30

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 or obtaining new information or more experience may result in revised estimates, and actual results could differ from those estimates.

NOTE 3: ACQUISITIONS AND DIVESTMENTS

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.

There were no significant acquisitions in 2012 and 2014. The significant acquisition made and finalized during the year ended December 31, 2013 consists of:

DJ Galvanizing

On January 11, 2013, ArcelorMittal acquired control of the joint operation DJ Galvanizing, a hot dip galvanizing line located in Canada, through the acquisition of the 50% interest held by the other joint operator. The total consideration paid was 57. The Company recognized in cost of sales a gain of 47 relating to the fair valuation of the previously held 50% interest. DJ Galvanizing is part of the NAFTA reportable segment. The revenue and the net result consolidated in 2012, 2013 and 2014 amounted to 17, 21 and 27 and (2), (3) and (2) respectively.

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 2013:

	2013
	DJ Galvanizing
Current assets	2
Property, plant & equipment	112
Total assets acquired	114
Total net assets acquired	114
Previously held equity interests	10
Purchase price, net	57
Bargain purchase	(47)1

¹             The amount is related to the fair valuation of the previously held 50% interest.

Divestments

On June 20, 2012, ArcelorMittal sold its steel foundation distribution business in North America, Skyline Steel, to Nucor Corporation for a total net cash consideration of 674 including the final working capital adjustment. Skyline Steel was part of the Europe reportable segment. The net assets sold include a portion of the goodwill allocated to the Europe segment for 55. The gain on disposal of 331 was recognized in cost of sales.

On July 24, 2012, ArcelorMittal signed an agreement to sell its 48.1% stake in Paul Wurth to SMS GmbH for a total cash consideration of 388 (cash outflow of 89 net of cash disposed). Paul Wurth is an international engineering company offering the design and supply of the full-range of technological solutions for the iron and steel industry and other metal sectors. Paul Wurth was a consolidated subsidiary included in the ACIS reportable segment. The net assets sold include a portion of the goodwill allocated to ACIS for 42. The Company also reclassified from other comprehensive income to the statements of operations a positive foreign exchange translation difference amounting to 25.The gain on disposal of 242 was recognized in cost of sales.

F-31

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

On February 20, 2013, ArcelorMittal decreased its shareholding in Baffinland Iron Mines LP (“Baffinland”) from 70% to 50% following a joint operation agreement signed with Nunavut Iron Ore. In consideration, Nunavut Iron Ore correspondingly increased its share of funding for development of Baffinland’s Mary River iron ore project. Baffinland was and remains part of the Mining reportable segment. ArcelorMittal retained a 50% interest in the project as well as operator and marketing rights. As a result of the joint operating agreement, ArcelorMittal has derecognized the assets (including a portion of the goodwill allocated to the Mining segment for 91), liabilities and non-controlling interests for 508. The Company recognized an aggregate amount of 531 including 139 for the cash consideration received (50% of total consideration of 278) and 392 for its 50% interest in the fair value of Baffinland’s assets and liabilities. The resulting difference was a gain of 23 recorded in cost of sales. On October 1, 2013, ArcelorMittal and Nunavut Iron Ore structured the joint arrangement as a joint venture. As a result, the Company derecognized its 50% interest in the assets and liabilities of Baffinland and accounted for its investment under the equity method (see note 13).

In the framework of a strategic agreement signed on October 5, 2013 between ArcelorMittal and Sider, an Algerian state-owned entity, the Company completed the sale of a 21% controlling stake in ArcelorMittal Algérie Spa (previously ArcelorMittal Annaba) to Sider for a nil cash consideration on December 17, 2013. ArcelorMittal Algérie Spa is an integrated steel plant in Algeria producing both flat and long steel products in El Hadjar, Annaba.As a result of the sale, ArcelorMittal’s stake decreased from 70% to 49% and the Company accounted for its remaining interest under the equity method (see note 13). The Company derecognized net liabilities of 24 (including 38 of cash disposed of). The gain on disposal of 5 was recognized in cost of sales. The strategic agreement foresaw also the sale of a controlling stake in ArcelorMittal Tebessa, which holds two iron ore mines in Ouenza and Boukadra, Tebessa. At December 31, 2013, the related assets and liabilities were classified as held for sale and they remained held for sale as of December 31, 2014 (see note 5).

On April 30, 2014, the Company completed the extension of its partnership with Bekaert Group (“Bekaert”) in Latin America to Costa Rica and Ecuador. It transferred 73% of the wire drawing business of ArcelorMittal Costa Rica and its 55% interest in Cimaf Cabos, a cable business in Osasco (São Paulo) Brazil, previously a branch of Belgo Bekaert Arames (“BBA”), to Bekaert. ArcelorMittal acquired a 27% non-controlling interest in the Ideal Alambrec Ecuador plant controlled by Bekaert. The two transferred businesses were part of the Brazil reportable segment.

On May 30, 2014, the Company completed the disposal of its 50% stake in the joint venture Kiswire ArcelorMittal Ltd. (“Kiswire”) in South Korea and certain other entities of its steel cord business in the US, Europe and Asia to Kiswire Ltd. These various entities were part of the Europe reportable segment. On the closing date, the Company received a preliminary cash consideration of 55 (39 net of cash of 16 disposed) subsequently revised to 57 after final determination of net debt and working capital situation on closing date. The existing intra group debt of the sold subsidiaries of 102 was assumed by Kiswire and is expected to be repaid at the latest during the first half of 2015.

On June 30, 2014, ArcelorMittal completed the sale of its 78% stake in the European port handling and logistics company ATIC Services S.A. (“ATIC”) for €155 million (144 net of cash of 68 disposed of) to H.E.S. Beheer. ATIC was part of the Europe reportable segment. As a result of the disposal, non-controlling interests decreased by 81.

On July 31, 2014, ArcelorMittal completed the sale of all of the shares of Circuit Foil Luxembourg, which manufactures electrodeposited copper foils for the electronics industry, and certain of its subsidiaries (“Circuit Foil”) to Doosan Corporation, a South Korean conglomerate. The cash consideration amounted to 50 (49 net of cash of 1 disposed of). Circuit Foil was included in the Europe reportable segment.

The result on disposal for the above mentioned 2014 disposals was immaterial. The aggregate net assets disposed of amounted to 250.

On December 11, 2014, the Company contributed the shares of an energy production facility in the Czech Republic and a second energy production facility in Poland (Europe segment) with a total carrying  amount of 43into the new joint venture Tameh Holding Sp.Z.o.o (“Tameh”) created with Tauron Group (see note 13). Upon contribution, the interest in the new joint venture was measured at fair value for 120.

On December 31, 2014, ArcelorMittal completed the disposal of the Kuzbass coal mines (“Kuzbass”) located in the Kemerovo region in Russia to the Russian National Fuel Company. The existing intra group debt of 138 was assumed by the buyer who will repay a net amount of RUB 1.5 billion (25) in monthly installments until June 2017. Kuzbass was part of the Mining reportable segment. The net assets sold include a portion of the goodwill allocated to Mining for 3. The Company also reclassified from other comprehensive income to the consolidated statements of operations a positive foreign exchange translation difference amounting to 45. The net gain on disposal of 79 was recognized in cost of sales.

F-32

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

The table below summarizes the significant divestments made in 2012, 2013 and 2014:

	2012		2013	2014
	Skyline Steel	Paul Wurth	ArcelorMittal Algérie	Kuzbass
Current assets	365	794	301	6
Property, plant and equipment	48	58	122	62
Intangible assets	6	15	-	2
Other assets	7	59	24	1
Total assets	426	926	447	71
Current liabilities	137	545	263	151
Other long-term liabilities	1	109	208	70
Non-controlling interests	-	3	-	-
Total liabilities	138	657	471	221
Total net assets (liabilities)	288	269	(24)	(150)
Non-controlling interests	-	140	(7)	-
Allocated goodwill	55	42	-	3
% of net assets sold	100%	100%	21%	99%
Total net assets (liabilities) disposed of	343	171	(5)	(147)
Cash consideration received	674	388	-	-
Write-off of the intra group debt not assumed by the buyer	-	-	-	(113)
Reclassification of foreign exchange translation difference	-	25	-	45
Gain on disposal	331	242	5	79
	2013
	Baffinland
Current assets	14
Property, plant and equipment	628
Intangible assets	82
Other assets	30
Total assets	754
Current liabilities	15
Other long-term liabilities	114
Total liabilities	129
Total net assets	625
Non-controlling interests	208
Allocated goodwill	91
Total net assets derecognized	508
Cash consideration received	139
Fair value of assets derecognized	392
Gain on disposal	23

F-33

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

NOTE 4: TRANSACTIONS WITH NON-CONTROLLING INTERESTS

As described below, there were changes in the Company’s non-controlling interests during 2012, 2013 and 2014.

Alliance Metal

On May 15, 2012, the Company acquired the remaining 33.98% non-controlling stake in Alliance Metal, a steel processor based in France (Europe segment). The cash consideration paid was 10. The Company recorded a decrease of 17 directly in equity.

PUW

On October 17, 2012, the Company acquired the remaining 39.46% non-controlling stake in Przedsiebiorstwo Uslug Wodociagowych HKW (“PUW”) in Poland (Europe segment). The cash consideration paid was 10. The Company recorded a decrease of 1 directly in equity.

ArcelorMittal Contagem

On October 31, 2012, the Company acquired the remaining 30% non-controlling stake in ArcelorMittal Contagem (previously Manchester Tubos), a steel processor part of the Brazil reportable segment. The total consideration was 12, of which 7 paid at December 31, 2012. The Company recorded an increase of 19 directly in equity.

ArcelorMittal Mines Canada

On December 31, 2012, ArcelorMittal signed an agreement pursuant to which ArcelorMittal Mines Canada Inc. (“AMMC”), a wholly owned subsidiary of ArcelorMittal (Mining segment), and a consortium led by POSCO and China Steel Corporation (“CSC”) created joint venture partnerships to hold ArcelorMittal’s Labrador Trough iron ore mining and infrastructure assets.

On March 15, 2013 and May 30, 2013, the consortium, which also includes certain financial investors, completed the acquisition of a 15% interest in the joint ventures for total consideration of 1,100 in cash settled in two installments of 810 and 290 for an 11.05% interest and a 3.95% interest, respectively. As part of the transaction, POSCO and CSC entered into long-term iron ore off-take agreements proportionate to their joint venture interests. Upon completion of the sale, the Company recognized non-controlling interests for 374 and an increase of 726 directly in equity.

ArcelorMittal Liberia

On September 10, 2013, non-controlling interests in ArcelorMittal Liberia (Mining segment) decreased from 30% to 15% following a capital increase in which the government of Liberia was diluted. As a result of the dilution, the Company recorded a decrease of 4 directly in equity.

ArcelorMittal Luxembourg

On November 20, 2014, the Company acquired the remaining 0.14% of non-controlling interests in ArcelorMittal Luxembourg following a mandatory squeeze out procedure. The total consideration paid was 17. The Company recorded an increase of 6 directly in equity.

	2012
	Alliance Metal	ArcelorMittal Contagem	PUW	Total
Non-controlling interests	(7)	31	9	33
Cash paid, net	10	7	10	27
Debt outstanding on acquisition	-	5	-	5
Purchase price, net	10	12	10	32
Adjustment to equity attributable to the equity holders of the parent	(17)	19	(1)	1

F-34

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

	2013
	AMMC	ArcelorMittal Liberia	Total
Non-controlling interests	(374)	(28)	(402)
Purchase price (selling price), net	(1,100)*	(24)	(1,124)
Adjustment to equity attributable to the equity holders of the parent	726	(4)	722
* Selling price was settled in cash
	2014
	ArcelorMittal Luxembourg
Non-controlling interests	23
Purchase price (selling price), net	17*
Adjustment to equity attributable to the equity holders of the parent	6
* Purchase price was settled in cash

Other transactions with non-controlling interests

On December 28, 2009, the Company issued through Hera Ermac, a wholly-owned subsidiary, 750 unsecured and unsubordinated 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 Company has the option to call the mandatory convertible bonds until ten business days before the maturity date. Hera Ermac invested the proceeds of the bonds issuance and an equity contribution by the Company in notes issued by subsidiaries of the Company linked to the values of shares of Erdemir and China Oriental Group Company Ltd (“China Oriental”). 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. On September 27, 2011, the Company increased the mandatory convertible bonds from 750 to 1,000.

On December 18, 2012, the Company signed an agreement for an extension of the conversion date of the mandatory convertible bonds to January 31, 2014. 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 949 (net of tax and fees) and debt for 49. The difference between the carrying amount of the previous instrument and the fair value of the new instrument amounted to 65 and was recognized as financing costs in the consolidated statements of operations.

On January 17, 2014, the conversion date of the 1,000 mandatory convertible bonds was extended from January 31, 2014 to January 29, 2016. 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 902 (net of tax and fees) and debt for 91. The difference between the carrying amount of the previous instrument and the fair value of the new instrument amounted to 49 and was recognized as financing costs in the consolidated statements of operations.

NOTE 5: ASSETS AND LIABILITIES HELD FOR SALE

On December 9, 2013, ArcelorMittal signed an agreement with Kiswire Ltd. for the sale of its 50% stake in the joint venture Kiswire ArcelorMittal Ltd. in South Korea and certain other entities of its steel cord business in the US, Europe and Asia for a total consideration of 169 (including 21 of external debt), of which 55 for equity and 114 for the net debt outstanding in the subsidiaries being purchased on the closing date. These various entities were part of the Europe reportable segment. At December 31, 2013, the Company wrote the carrying amount down to the net proceeds from the sale by 152 and classified the assets and liabilities subject to the transaction as held for sale. The impairment charge of 152 was included in income from associates, joint ventures and other investments for 111 with respect to the 50% interest in Kiswire ArcelorMittal Ltd. and in cost of sales for 41 with respect to subsidiaries included in the transaction. The fair value measurement of the steel cord business was determined using the contract price, a Level 3 unobservable input. The sale was completed on May 30, 2014 (see note 3).

F-35

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Also, on December 9, 2013, ArcelorMittal signed an agreement with Bekaert Group (“Bekaert”) to extend its partnership with Bekaert in Latin America to Costa Rica and Ecuador. ArcelorMittal agreed to sell to Bekaert 73% of its wire business in ArcelorMittal Costa Rica and Cimaf Cabos, a cable business in Osasco (Sao Paulo) Brazil, previously a branch of Belgo Bekaert Arames (“BBA”). BBA is a consolidated entity in which ArcelorMittal holds a 55% controlling interest. These two businesses were part of the Brazil reportable segment. ArcelorMittal also acquired a non-controlling stake in the Ideal Alambrec Ecuador wire plant owned by Bekaert. The transaction was completed on April 30, 2014 (see note 3).

On September 18, 2014, ArcelorMittal entered into an agreement to establish a joint venture ArcelorMittal RZK Celik Servis Merkezi Sanayi ve Ticaret Anonim Sirketi (“AM RZK”) in Turkey. This joint venture will include assets and liabilities of the Company’s wholly owned subsidiary, Rozak Demir Profil Ticaret ve Sanayi Anonim Sirketi (“Rozak”). ArcelorMittal will hold 50% in the joint venture AM RZK. Accordingly, assets and liabilities of Rozak subject to the transaction are classified as held for sale at December 31, 2014. Rozak is part of the Europe reportable segment.

On October 21, 2014, the Company entered into an agreement with Coils Lamiere Nastri S.P.A. (“CLN”) to establish a joint venture ArcelorMittal CLN Distribuzione Italia S.r.l. (“AMCDI”). In order to create this joint venture, ArcelorMittal will contribute assets and liabilities of its wholly owned subsidiary ArcelorMittal Distribution Solutions Italia S.R.L (“AMDSI”) to AMCDI in which ArcelorMittal expects to hold a 50% interest. Accordingly, assets and liabilities of AMDSI subject to the transaction are classified as held for sale at December 31, 2014. AMDSI is part of the Europe reportable segment.

On November 14, 2014, ArcelorMittal signed a memorandum of understanding with the Banque et Caisse d’Epargne de l’Etat (“BCEE”) whereby the Company and BCEE irrevocably agreed to sell and buy, respectively, the building in Avenue de la Liberté in Luxembourg city (the “Liberté Building”), formerly the headquarters of the Company. Accordingly, the property was classified as held for sale at December 31, 2014. The disposal was completed on January 23, 2015.

On November 25, 2014 and subsequently to the strategic agreement signed on October 5, 2013, ArcelorMittal signed an agreement with Sider and Ferphos Group, two Algerian state-owned entities, for the sale of a 21% controlling stake in ArcelorMittal Tebessa, which holds two iron ore mines in Ouenza and Boukadra, Tebessa. ArcelorMittal Tebessa was part of the Mining reportable segment. The sale of ArcelorMittal Tebessa was completed on January 10, 2015.

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

	2013
	ArcelorMittal Tebessa	Bekaert	Steel cord business	Total
ASSETS
Current assets:
Cash and cash equivalents	-	-	9	9
Trade accounts receivable and other	2	8	52	62
Inventories	25	18	26	69
Prepaid expenses and other current assets	1	-	4	5
Total current assets	28	26	91	145
Non-current assets:
Intangible assets	-	-	9	9
Property, plant and equipment	17	14	49	80
Investments in associates and joint ventures	-	-	54	54
Deferred tax assets	3	-	-	3
Other assets	-	-	1	1
Total non-current assets	20	14	113	147
Total assets	48	40	204	292
LIABILITIES
Current liabilities:
Short-term debt and current portion of long-term debt	-	-	20	20
Trade accounts payable and other	8	7	28	43
Accrued expenses and other liabilities	2	2	2	6
Income tax liabilities	1	-	-	1
Total current liabilities	11	9	50	70
Non-current liabilities:
Long-term debt, net of current portion	-	-	5	5
Long-term provisions	7	-	1	8
Total non-current liabilities	7	-	6	13
Total liabilities	18	9	56	83
	2014
	Rozak	AMDSI	Liberté Building	ArcelorMittal Tebessa	Total
ASSETS
Current assets:
Cash and cash equivalents	1	-	-	-	1
Trade accounts receivable and other	92	10	-	-	102
Inventories	76	53	-	28	157
Prepaid expenses and other current assets	10	1	-	2	13
Total current assets	179	64	-	30	273
Non-current assets:
Intangible assets	13	-	-	-	13
Property, plant and equipment	12	12	79	17	120
Deferred tax assets	-	4	-	3	7
Other assets	-	1	-	-	1
Total non-current assets	25	17	79	20	141
Total assets	204	81	79	50	414
LIABILITIES
Current liabilities:
Short-term debt and current portion of long-term debt	34	-	-	-	34
Trade accounts payable and other	54	6	-	9	69
Accrued expenses and other liabilities	3	5	-	3	11
Total current liabilities	91	11	-	12	114
Non-current liabilities:
Long-term debt, net of current portion	24	-	-	-	24
Long-term provisions	1	3	-	3	7
Deferred employee benefits	-	2	-	5	7
Deferred tax liabilities	3	2	-	-	5
Total non-current liabilities	28	7	-	8	43
Total liabilities	119	18	-	20	157

F-36

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

NOTE 6: CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

Cash and cash equivalents consisted of the following:

	December 31,
	2013	2014
Cash at bank	4,241	2,127
Term deposits	597	506
Money market funds1	1,234	1,260
Total	6,072	3,893
1 Money market funds are highly liquid investments with a maturity of 3 months or less from the date of acquisition.

F-37

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Restricted cash of 160 and 123 included a cash deposit of 75 and 75 in connection with the mandatory convertible bonds (see note 19) and a guarantee deposit of 53 and 23 related to a bank debt of an associate at December 31, 2013 and December 31, 2014, respectively.

NOTE 7: TRADE ACCOUNTS RECEIVABLE AND OTHER

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

	2013	2014
Gross amount	5,104	3,871
Allowance for doubtful accounts	(218)	(175)
Total	4,886	3,696

The carrying amount of the trade accounts receivable and other approximates fair value. Before granting 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:

	2013	2014
NAFTA	318	307
Brazil	850	815
Europe	3,195	2,021
ACIS	310	450
Mining	208	100
Other activities	5	3
Total	4,886	3,696

Aging of trade accounts receivable

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

	2013			2014
	Gross	Allowance	Total	Gross	Allowance	Total
Not past due	4,000	(40)	3,960	2,942	(1)	2,941
Overdue 1-30 days	477	(1)	476	477	(2)	475
Overdue 31-60 days	159	(3)	156	111	(1)	110
Overdue 61-90 days	99	(4)	95	50	(1)	49
Overdue 91-180 days	78	(4)	74	57	(5)	52
More than 180 days	291	(166)	125	234	(165)	69
Total	5,104	(218)	4,886	3,871	(175)	3,696

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, 2011	Additions	Deductions/ Releases	Foreign exchange and others	Balance as of December 31, 2012
229	64	(71)	(20)	202
Balance as of December 31, 2012	Additions	Deductions/ Releases	Foreign exchange and others	Balance as of December 31, 2013
202	69	(45)	(8)	218
Balance as of December 31, 2013	Additions	Deductions/ Releases	Foreign exchange and others	Balance as of December 31, 2014
218	43	(44)	(42)	175

F-38

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

The Company has established a number of programs for sales without recourse of trade accounts receivable to various financial institutions (referred to as True Sale of Receivables (“TSR”)). Through the TSR programs, certain operating subsidiaries of ArcelorMittal surrender the control, risks and 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 moment of sale. The total amount of receivables sold under TSR programs and derecognized in accordance with IAS 39 for the years ended 2012, 2013 and 2014 was 33.9 billion, 35.4 billion and 37.8 billion, respectively (with amounts of receivables sold 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 within net financing costs in the consolidated statements of operations for the years ended December 31, 2012, 2013 and 2014 were 182, 172 and 150, respectively.

NOTE 8: INVENTORIES

Inventories, net of allowance for slow-moving inventory, excess of cost over net realizable value and obsolescence of 1,495 and 1,293 as of December 31, 2013 and 2014, respectively, are comprised of the following:

	December 31,
	2013	2014
Finished products	6,523	6,264
Production in process	4,350	3,701
Raw materials	6,590	5,691
Manufacturing supplies, spare parts and other	1,777	1,648
Total	19,240	17,304

The amount of inventory pledged as collateral was nil as of December 31, 2013 and 2014.

The movement in the allowance for obsolescence is as follows:

Balance as of December 31, 2011	Additions	Deductions/ Releases	Foreign exchange and others	Balance as of December 31, 2012
1,542	1,225	(1,352)	12	1,427
Balance as of December 31, 2012	Additions	Deductions/ Releases	Foreign exchange and others	Balance as of December 31, 2013
1,427	821	(745)	(8)	1,495
Balance as of December 31, 2013	Additions	Deductions/ Releases	Foreign exchange and others	Balance as of December 31, 2014
1,495	459	(491)	(170)	1,293

The amount of write-down of inventories to net realizable value recognized as an expense was 1,225, 821 and 459 in 2012, 2013 and 2014, respectively, and was reduced by 1,352, 745 and 491in 2012, 2013 and 2014, respectively, due to normal inventory consumption.

F-39

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

NOTE 9: PREPAID EXPENSES AND OTHER CURRENT ASSETS

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

	December 31,
	2013	2014
VAT receivables	1,412	1,102
Income tax receivable	310	106
Derivative financial instruments	64	192
Prepaid expenses and non-trade receivables	539	544
Collateral related to the put agreement on China Oriental 1	381	112
Other	669	571
Total	3,375	2,627

¹On April 30, 2008, in order to restore the public float of China Oriental on the Hong Kong Stock Exchange (“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 included 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. On April 30, 2014, the put option agreement with ING was extended to April 30, 2015. On the same date, following the exercise of the put option by Deutsche Bank with respect to 219,789,940 shares (representing 7.5% of the issued share capital of China Oriental), the Company entered into a sale and purchase agreement with Macquarie Bank Ltd for the sale of the 219,789,940 shares acquired from Deutsche Bank and a put option agreement maturing on April 30, 2015 (see note 13).

NOTE 10: GOODWILL AND INTANGIBLE ASSETS

The carrying amounts of goodwill and intangible assets are summarized as follows:

	2013	2014
Goodwill on acquisitions	7,735	7,322
Concessions, patents and licenses	570	488
Customer relationships and trade marks	411	278
Other	18	16
Total	8,734	8,104

Goodwill

As described in note 2, effective January 1, 2014, the Company has revised its operating segments due to an organizational change. As a result of this change, there are 5 operating segments: NAFTA, Brazil, Europe, ACIS and Mining. The discussion within this footnote reflects the impairment test results as of October 31 for the years ended December 31, 2013 and 2014. For the former operating segments of FCE, LCE, and AMDS, goodwill has been combined at the level of the new Europe reportable segment. For the other operating segments, goodwill was reallocated on the relative enterprise values of the underlying businesses, except Mining which remained unchanged. Goodwill acquired in business combinations for each of the Company’s operating segments retrospectively adjusted for the change in segmentation is as follows:

	December 31, 2012	Impairment and reduction of goodwill	Foreign exchange differences and other movements	Divestments	December 31, 2013
NAFTA	2,555	-	(157)	-	2,398
Brazil	2,513	-	(181)	-	2,332
Europe	655	(4)	12	-	663
ACIS	1,456	-	-	-	1,456
Mining	985	-	(8)	(91)	886
Total	8,164	(4)	(334)	(91)	7,735
	December 31, 2013	Impairment and reduction of goodwill	Foreign exchange differences and other movements	Divestments	December 31, 2014
NAFTA	2,398	-	(62)	-	2,336
Brazil	2,332	-	(275)	-	2,057
Europe	663	-	(48)	(11)	604
ACIS	1,456	-	1	-	1,457
Mining	886	-	(15)	(3)	868
Total	7,735	-	(399)	(14)	7,322

F-40

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Prior to January 1, 2014, the Company’s goodwill impairment testing was performed on the basis of eight reportable segments.  These segments, as well as the weighted average pre-tax discount rates used in connection with the historical goodwill impairment testing, are set forth below. Goodwill acquired in business combinations for each of the Company’s former operating segments as of December 31, 2013 is as follows:

	December 31, 2011	Impairment and reduction of goodwill	Foreign exchange differences and other movements	Divestments	December 31, 2012
Flat Carbon Europe	2,876	(2,493)	26	-	409
Flat Carbon Americas	3,332	-	1	-	3,333
Long Carbon Europe	1,153	(1,010)	11	-	154
Long Carbon Americas	1,686	-	(16)	-	1,670
Tubular Products	79	-	-	-	79
AACIS	1,507	-	(12)	(42)	1,453
Distribution Solutions	936	(805)	5	(55)	81
Mining	902	-	83	-	985
TOTAL	12,471	(4,308)	98	(97)	8,164
	December 31, 2012	Impairment and reduction of goodwill	Foreign exchange differences and other movements	Divestments	December 31, 2013
Flat Carbon Europe	409	-	14	-	423
Flat Carbon Americas	3,333	-	(158)	-	3,175
Long Carbon Europe	154	-	7	-	161
Long Carbon Americas	1,670	-	(155)	-	1,515
Tubular Products	79	-	(25)	-	54
AACIS	1,453	-	-	-	1,453
Distribution Solutions	81	(4)	(9)	-	68
Mining	985	-	(8)	(91)	886
TOTAL	8,164	(4)	(334)	(91)	7,735

Goodwill is tested at the group of cash-generating units (“GCGU”) level for impairment annually, as of October 31, 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, which represents the lowest level at which goodwill is monitored for internal management purposes. The recoverable amounts of the GCGUs are mainly determined based on their value in use. The value in use of each GCGU was determined by estimating future cash flows. Such cash flow forecasts are derived from the most recent financial plans approved by management.

With respect to steel operations, the key assumptions for the value in use calculations are primarily the discount rates, growth rates, expected changes to average selling prices, shipments and direct costs during the period. Assumptions for average selling prices and shipments are based on historical experience and expectations of future changes in the market. The value in use of each GCGU was determined by estimating cash flows for a period of five years. 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.

Regarding mining operations, the key assumptions for the value in use calculations are primarily the discount rates, capital expenditure, expected changes to average selling prices, shipments and direct costs during the period. The value in use of each CGU was determined by estimating cash flows over the current life-of-the-mine plan or long term production plan. Cash flow forecasts include material from proven and probable ore reserves. The cash flow forecasts may also include net cash flows expected to be realized from extraction, processing and sale of material that does not currently qualify for inclusion in proved or

F-41

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

probable ore reserves. Such non-reserve material is only included where there is a high degree of confidence in its economic extraction. This expectation is usually based on preliminary drilling and sampling of areas of mineralization that are contiguous with existing reserves. Typically, the additional evaluation to achieve reserve status for such material has not yet been done because this would involve incurring evaluation costs earlier than is required for the efficient planning and operation of the mine.

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 2013 (in %)	10.4	10.5	10.7	12.9	16.1	14.1	16.4	10.5
	NAFTA	Brazil	Europe	ACIS	Mining
GCGU weighted average pre-tax discount rate used in 2014 (in %)	10.7	13.8	10.7	14.1	14.3

The results of the Company’s goodwill impairment tests as of October 31, 2014 did not result in an impairment of goodwill as the value in use, exceeded, in each case, the carrying amount of GCGU. The total value in use calculated for all GCGUs decreased slightly in 2014 as compared to 2013.

In validating the value in use determined for the GCGUs, the Company performed a sensitivity analysis of key assumptions used in the discounted cash-flow model (such as discount rates, average selling prices, shipments and terminal growth rate). The Company believes that reasonably possible changes in key assumptions could cause an impairment loss to be recognized in respect of the Mining, in particular a recovery in iron ore prices slower than expected by management, and ACIS segments.

Mining has a global portfolio of 15 operating units (of  which 7 units producing marketable ore form the Mining GCGU and the remaining captive mines are included in the steel CGUs to which they supply ore) with mines in operation and development and is among the largest iron ore producers in the world. It has production facilities in North and South America, Africa, Europe and CIS. The Company believes that prices, sales volumes and discount rates are the key assumptions most sensitive to change. Mining is affected by the industrial structural factors, demand trends in the steel industry and macroeconomic trends such as economic growth and foreign exchange rates. Discount rates may be affected by changes in countries’ specific risks. Mining  is exposed to global export and regional markets and volatile international raw material prices through its market priced shipments to ArcelorMittal’s steel operations as well as direct sales to third parties. Iron ore prices were particularly volatile during the second half of 2014 when they dropped to a historic low level. The value in use model prepared for the Mining segment includes average consensus forecast iron ore price assumptions from the fourth quarter of 2014 as defined by an analyst panel.  Such forecasts anticipate a slight recovery over a 5-year period. Operating margins are expected to recover partially in the near term through a reduction in production costs and higher volumes.

ACIS produces a combination of flat and long products. Its facilities are located in Asia, Africa and Commonwealth of Independent States. ACIS is significantly self-sufficient in major raw materials. The Company believes that sales volumes, prices, discount rates and foreign exchange rates are the key assumptions most sensitive to change. 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 and macroeconomic trends of emerging markets, such as economic growth and foreign exchange rates.  Discount rates may be affected by changes in countries’ specific risks, in particular in Ukraine due to the current political and economic situation. The ACIS value in use model anticipates a limited recovery of sales volumes in 2015 compared to 2014 (12.8 million tonnes for the year ended December 31, 2014) with completion of reline and continuous improvements thereafter, but below the sales volume achieved in 2007 (16.4 million tonnes for the year ended December 31, 2007). Average selling prices in the model are expected to decrease in 2015 due to lower raw material prices and increase subsequently following  slight recovery in  raw materials while the margins in the model are expected to recover partially over the five year period due to improvement in product and geographical mix and expected reduction in production costs associated with variable and fixed cost reduction plans identified by the Company, optimized operational footprint and maximization of steel production.

The following changes in key assumptions in projected earnings in every year of initial five-year period, at the GCGU level, assuming unchanged values for the other assumptions, would cause the recoverable amount to equal respective carrying value.

F-42

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

	Mining	ACIS
Excess of recoverable amount over carrying amount	721	1,660
Increase in pre-tax discount rate (change in basis points)	106	172
Decrease in average selling price (change in %)	1.99	2.13
Decrease in shipments (change in %)	5.69	7.01
Decrease in terminal growth rate used in for the years beyond the five year plan (change in basis points)	n/a	144

The results of the Company’s goodwill impairment test as of October 31, 2012 for each GCGU resulted in an impairment of goodwill amounting to 4,308 with respect to European businesses and including 2,493, 1,010 and 805 for the Flat Carbon Europe, Long Carbon Europe and Distribution Solutions operating segments, respectively.

Other intangible assets

Other intangible assets are summarized as follows:

	Concessions, patents and licenses	Customer relationships and trade marks	Other	Total
Cost
At December 31, 2012	1,146	1,676	1,017	3,839
Acquisitions	17	-	6	23
Disposals	(90)	(3)	(79)	(172)
Foreign exchange differences	(2)	(10)	19	7
Divestments (note 3)	(5)	-	(82)	(87)
Transfers and other movements	52	4	(14)	42
At December 31, 2013	1,118	1,667	867	3,652
Acquisitions	18	-	4	22
Disposals	(10)	(10)	-	(20)
Foreign exchange differences	(129)	(164)	(5)	(298)
Divestments (note 3)	(14)	(3)	(2)	(19)
Transfers to assets held for sale (note 5)	-	(47)	-	(47)
Transfers and other movements	(10)	(18)	(3)	(31)
Fully amortized intangible assets *	(4)	(77)	(801)	(882)
At December 31, 2014	969	1,348	60	2,377
Accumulated amortization and impairment losses
At December 31, 2012	499	1,095	828	2,422
Disposals	(89)	(3)	(79)	(171)
Amortization charge	72	162	4	238
Impairment charge	83	-	79	162
Foreign exchange differences	-	2	17	19
Divestments (note 3)	(5)	-	-	(5)
Transfers and other movements	(12)	-	-	(12)
At December 31, 2013	548	1,256	849	2,653
Disposals	(10)	(10)	-	(20)
Amortization charge	55	88	3	146
Impairment charge	-	-	-	-
Foreign exchange differences	(87)	(130)	(5)	(222)
Divestments (note 3)	(10)	(3)	(2)	(15)
Transfers to assets held for sale (note 5)	-	(34)	-	(34)
Transfers and other movements	(11)	(20)	-	(31)
Fully amortized intangible assets *	(4)	(77)	(801)	(882)
At December 31, 2014	481	1,070	44	1,595
Carrying amount
At December 31, 2013	570	411	18	999
At December 31, 2014	488	278	16	782
* Fully amortized assets correspond mainly to favorable contracts that are no longer used by the Company and exploration and evaluation assets.

F-43

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

In 2013, ArcelorMittal recognized impairment charges of 101 and 61 for the costs associated with the discontinued iron ore projects in Senegal and Mauritania (Mining), respectively.

The Company recognized net gains on sales of CO2 emission rights amounting to 220, 32 and 14 during the years ended December 31, 2012, 2013 and 2014, respectively.

Research and development costs not meeting the criteria for capitalization are expensed as incurred. These costs amounted to 285, 270 and 259 in the years ended December 31, 2012, 2013, and 2014, respectively.

NOTE 11: BIOLOGICAL ASSETS

The Company’s biological assets comprise growing forests (i.e. eucalyptus trees) located in the Brazilian the state of Minas Gerais, which supply charcoal to be utilized as fuel and a source of carbon in the direct reduction process of pig iron production in some of the Company’s blast furnaces in Brazil. Charcoal is, in such instances, a substitute for coke.

The reconciliation of changes in the carrying value of biological assets between the beginning and end of the year is as follows:

	Year ended December 31,
	2013	2014
At the beginning of the year	174	132
Additions	12	13
Disposals/Write-off	(8)	(1)
Harvests	(9)	(11)
Change in fair value*	(17)	11
Effects of foreign currency translation	(20)	(16)
At the end of the year	132	128
* Recognized in cost of sales in the consolidated statements of operations.

In determining the fair value of biological assets, a discounted cash flow model was used, with a harvest cycle of six to seven years. Due to the level of unobservable inputs used in the valuation model, the Company classified such inputs as Level 3.

The actual planted area was 57,639 hectares (“ha”) and 60,806 ha at the end of 2013 and 2014 respectively and none of the Company’s biological assets are pledged as collateral as of December 31, 2014.

The projected cash flows are consistent with area’s growing cycle. The volume of eucalyptus production to be harvested was estimated considering the average productivity in cubic meters of wood per hectare from each plantation at the time of harvest. The average productivity varies according to the genetic material, climate and soil conditions and the forestry management programs. This projected volume is based on the average annual growth, which at the end of 2013 and 2014 was equivalent to 27.01 m3/ha/year and 27.40 m3/ha/year, respectively.

The average net sales price of 42.77 Brazilian real (“BRL”) per m³ (BRL 39.10/m³ as of December 31, 2013) was projected based on the estimated price for eucalyptus in the local market, through a market study and research of actual transactions,

F-44

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

adjusted to reflect the price of standing trees by region. The average estimated cost considers expenses for chemical control of growing, pest control, composting, road maintenance, land rental, inputs and labor services. Tax effects are based on current applicable rates (34% in 2013 and 2014) and the contribution of other assets, such as property, plant and equipment and land was considered in the estimation based on average rates of return for those assets.

The valuation model considers the net cash flows after income tax and the discount rate used (11.44% in 2013 and 13.71% in 2014) is post-tax.

The following table illustrates the sensitivity to a 10% variation in each of the significant unobservable inputs used to measure the fair value of the biological assets on December 31, 2014: 

	Impacts in fair value resulting from
Significant unobservable inputs	10% increase	10% decrease
Average annual growth	31	(31)
Average net sales price	31	(31)
Discount rate	(7)	7

NOTE 12: PROPERTY, PLANT AND EQUIPMENT

During 2014, the Company performed a review of the useful lives of its assets and determined its maintenance and operating practices have enabled a change in the useful lives of plant and equipment. Maintenance practices employed have served to preserve and extend the operating life of certain of these assets, while operating practices in the current economic environment have also contributed to the extension of asset useful life beyond previous estimates. The Company thus revised the useful lives due to its determination that certain of its existing assets have been used longer than previously anticipated and therefore, the estimated useful lives of certain plant and equipment have been lengthened.

The Company’s most recent review of useful lives leveraged the experience and specialized knowledge of ArcelorMittal’s network of chief technical officers.  The chief technical officer network includes engineers with facility-specific expertise relating to plant and equipment used in the principal production units of the Company’s operations.  In performing this review, the Company gathered and evaluated data, including commissioning dates, designed capacities, maintenance records and programs, and asset performance history, among other attributes.   In accordance with IAS 16, Property, Plant and Equipment, the Company considered this information at the level of components significant in relation to the total cost of the item of plant and equipment.  Other factors the Company considered in its determination of useful lives include the expected use of the assets, technical or commercial obsolescence, and operational factors that have led to improvements in monitoring and process control that contribute to longer asset lives.  In addition, the Company considered the accumulated technical experience and knowledge sharing programs that have allowed for the exchange of best practices within the chief technical officer network and the deployment of these practices across the Company’s principal production units.

The previously applied range of useful lives and the revised ones are presented in the table below.  Certain plant and equipment have different useful lives than the applied range below based on the maintenance practices and the useful life of the specific asset. The reduction of depreciation charge as a result of changes in estimated useful lives for the year ended December 31, 2014 was 702 as compared to the amounts that would have been charged if no change in estimate occurred.

Asset Category	Former Useful Life Range	Applied Useful Life Range
Land	Not depreciated	Not depreciated
Buildings	10 to 50 years	10 to 50 years
Property plant & equipment	15 to 30 years	15 to 50 years
Auxiliary facilities	15 to 30 years	15 to 45 years
Other facilities	5 to 20 years	5 to 20 years

Property, plant and equipment are summarized as follows:

F-45

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

	Land, buildings and Improvements	Machinery and equipment	Construction in progress	Mining  Assets	Total
Cost
At December 31, 2012	15,540	60,417	5,577	4,434	85,968
Additions	29	649	2,840	23	3,541
Foreign exchange differences	236	(443)	(139)	(46)	(392)
Disposals	(142)	(1,212)	(138)	(23)	(1,515)
Divestments (note 3)	(45)	(380)	(26)	(624)	(1,075)
Transfers to assets held for sale (note 5)	(52)	(252)	(1)	-	(305)
Other movements *	778	2,786	(3,950)	395	9
At December 31, 2013	16,344	61,565	4,163	4,159	86,231
Additions	21	632	2,958	59	3,670
Foreign exchange differences	(2,227)	(7,919)	(354)	(114)	(10,614)
Disposals	(186)	(1,504)	(41)	(32)	(1,763)
Divestments (note 3)	(209)	(767)	(67)	(53)	(1,096)
Transfers to assets held for sale (note 5)	(167)	(76)	(1)	-	(244)
Other movements *	254	1,927	(2,112)	68	137
At December 31, 2014	13,830	53,858	4,546	4,087	76,321
Accumulated depreciation and impairment
At December 31, 2012	4,377	26,455	148	1,173	32,153
Depreciation charge for the year	512	3,730	-	206	4,448
Impairment	43	220	15	-	278
Disposals	(98)	(1,159)	(6)	(21)	(1,284)
Foreign exchange differences	148	30	5	(9)	174
Divestments (note 3)	(20)	(305)	-	-	(325)
Transfers to assets held for sale (note 5)	(15)	(210)	-	-	(225)
Other movements	8	(276)	13	35	(220)
At December 31, 2013	4,955	28,485	175	1,384	34,999
Depreciation charge for the year	428	3,127	-	227	3,782
Impairment	44	202	7	11	264
Disposals	(129)	(1,395)	(6)	(27)	(1,557)
Foreign exchange differences	(1,171)	(5,428)	(22)	(61)	(6,682)
Divestments (note 3)	(128)	(625)	(1)	(50)	(804)
Transfers to assets held for sale (note 5)	(81)	(60)	-	-	(141)
Other movements	39	(85)	(11)	52	(5)
At December 31, 2014	3,957	24,221	142	1,536	29,856
Carrying amount
At December 31, 2013	11,389	33,080	3,988	2,775	51,232
At December 31, 2014	9,873	29,637	4,404	2,551	46,465

^{___________________________}

* Other movements predominantly represent transfers from construction in progress to other categories. In addition for 2013, they include an amount of 262 corresponding to the decrease in property, plant and equipment as result of Baffinland being accounted for under the equity method as of October 1, 2013.

F-46

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Impairment of property, plant and equipment in 2012

In 2012, the Company recognized an impairment charge of property, plant and equipment amounting to 727. This charge included 505 related to management’s intention to cease all future use of various idle assets mainly in the framework of asset optimization, primarily in ArcelorMittal Atlantique et Lorraine, ArcelorMittal Belgium and ArcelorMittal Rodange & Schifflange. An amount of 130 was recorded with respect to the long term idling of the liquid phase of the Florange site of ArcelorMittal Atlantique et Lorraine in France. An impairment charge of 296 was recorded in connection with the Company’s intention to close the coke plant and six finishing lines at the Liège site of ArcelorMittal Belgium. Both ArcelorMittal Atlantique et Lorraine and ArcelorMittal Belgium are part of the Europe segment. An impairment charge of 61 was recorded in connection with the extended idling of the electric arc furnace and continuous caster at the Schifflange site of ArcelorMittal Rodange and Schifflange in Luxembourg, part of the Europe segment.  

In connection with management’s annual test for impairment of goodwill as of October 31, 2012, property, plant and equipment was also tested for impairment at that date. Management concluded that the value in use of certain of the Company’s property, plant and equipment in the Europe operating and reporting segment was lower than its carrying amount primarily due to weak market conditions in Spain and operational issues in North Africa. Accordingly, an impairment loss of 222 was recognized. It consisted of the following:

Cash-Generating Unit	Operating Segment	Impairment Recorded	2011 Pre-Tax Discount Rate	2012 Pre-Tax Discount Rate	Carrying Value as of December 31, 2012
Business division South	Europe	124	10.8%	10.9%	894
Business division North Africa	Europe	98	14.8%	10.6%	464

Impairment of property, plant and equipment in 2013

In connection with management’s annual test for impairment of goodwill as of October 31, 2013, property, plant and equipment was also tested for impairment at that date. As of December 31, 2013, 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 charge of property, plant and equipment of 278 recognized in 2013 related to discontinued projects, intended sales, long term idling or closure of facilities. This charge included 181 related to the finance leasing of Thabazimbi mine in ArcelorMittal South Africa (ACIS) following the transfer of the future operating and financial risks of the asset to Kumba as a result of the iron ore supply agreement signed with Sishen on November 5, 2013. The Company recorded an impairment loss of 55 in connection with the long term idling of the ArcelorMittal Tallinn galvanizing line in Estonia (Europe segment) and reversed an impairment loss of 52 at the Liège site of ArcelorMittal Belgium (Europe segment) following the restart of the hot dip galvanizing line HDG5. ArcelorMittal also recognized an impairment charge of 24 relating to the closure of the organic coating and tin plate lines at the Florange site of ArcelorMittal Atlantique et Lorraine in France (Europe segment). Additionally, in connection with the agreed sale of certain steel cord assets in the US, Europe and Asia (Europe segment) to the joint venture partner Kiswire Ltd., ArcelorMittal recorded an impairment charge of 41 with respect to the subsidiaries included in this transaction (see note 5).

Impairment of property, plant and equipment in 2014

In 2014, the Company recognized an impairment charge of property, plant and equipment amounting to 264.

This charge included 114 primarily relating to the idling of the steel shop and rolling facilities of Indiana Harbor Long carbon operations in the United States (NAFTA). The Company recorded also an impairment charge of 57 with respect to the closure of mill C in Rodange, Luxembourg (Europe segment).

In connection with management’s annual test for impairment of goodwill as of October 31, 2014, property, plant and equipment was also tested for impairment at that date. Management concluded that the value in use of the Volcan iron ore mine in Mexico (Mining segment) was lower than its carrying amount due to the end of life of the mine. Accordingly, an impairment charge of 63 was recognized:

F-47

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Cash-Generating Unit	Operating Segment	Impairment Recorded	2013 Pre-Tax Discount Rate	2014 Pre-Tax Discount Rate	Carrying Value as of December 31, 2014
Volcan mine	Mining	63	23.77%	9.42%	19

The carrying amount of temporarily idle property, plant and equipment at December 31, 2014 was 230 (including 96 in NAFTA and 134 in the Europe segment). The carrying amount of property, plant and equipment retired from active use and not classified as held for sale was 87 at December 31, 2014. Such assets are carried at their recoverable amount.

The carrying amount of capitalized leases was 871 and 688 as of December 31, 2013 and 2014, respectively. The 688 includes 607 related to machinery and equipment and 81 to buildings.

The total future minimum lease payments related to finance leases are as follows:

2015	162
2016 – 2019	563
2020 and beyond	445
Total	1,170

The present value of the future minimum lease payments was 755 and 705 for the year ended December 31, 2013 and 2014, respectively. The 2014 calculation is based on an average discounting rate of 12.9% considering maturities from 1 to 16 years including the renewal option when intended to be exercised.

The Company has pledged 326 and 273 of property, plant and equipment, inventories and other security interests and collateral as of December 31, 2013 and 2014, respectively, to secure banking facilities granted to the Company.

NOTE 13: INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT ARRANGEMENTS

Subsidiaries

The table below provides a list of the Company’s principal subsidiaries at December 31, 2014. Unless otherwise stated, the subsidiaries as listed below have share capital consisting solely of ordinary shares, which are held directly or indirectly by the Company and the proportion of ownership interests held equals to the voting rights held by the Company. The country of incorporation corresponds to their principal place of operations.

Name of Subsidiary		Country	% of Ownership
	NAFTA
	ArcelorMittal Dofasco Inc.	Canada	100.00%
	ArcerlorMittal México S.A. de C.V.	Mexico	100.00%
	ArcelorMittal USA LLC	USA	100.00%
	ArcelorMittal Las Truchas, S.A. de C.V.	Mexico	100.00%
	ArcelorMittal Montreal Inc.	Canada	100.00%
	Brazil
	ArcelorMittal Brasil S.A.	Brazil	100.00%
	Acindar Industria Argentina de Aceros S.A.	Argentina	100.00%
	ArcelorMittal Point Lisas Ltd.	Trinidad and Tobago	100.00%
	Europe
	ArcelorMittal Atlantique et Lorraine S.A.S.	France	100.00%
	ArcelorMittal Belgium N.V.	Belgium	100.00%
	ArcelorMittal España S.A.	Spain	99.85%
	ArcelorMittal Flat Carbon Europe S.A.	Luxembourg	100.00%
	ArcelorMittal Galati S.A.	Romania	99.70%
	ArcelorMittal Poland S.A.	Poland	100.00%
	Industeel Belgium S.A.	Belgium	100.00%
	Industeel France S.A.	France	100.00%
	ArcelorMittal Eisenhüttenstadt GmbH	Germany	100.00%
	ArcelorMittal Bremen GmbH	Germany	100.00%
	ArcelorMittal Méditerranée S.A.S.	France	100.00%
	ArcelorMittal Belval & Differdange S.A.	Luxembourg	100.00%
	ArcelorMittal Hamburg GmbH	Germany	100.00%
	ArcelorMittal Gipuzkoa S.L.	Spain	100.00%
	ArcelorMittal Ostrava a.s.	Czech Republic	100.00%
	Société Nationale de Sidérurgie S.A. ("Sonasid")	Morocco	32.43%1
	ArcelorMittal Duisburg GmbH	Germany	100.00%
	ArcelorMittal Warszawa S.p.z.o.o.	Poland	100.00%
	ACIS
	ArcelorMittal South Africa Ltd.  ("AM South Africa")	South Africa	52.02%
	JSC ArcelorMittal Temirtau	Kazakhstan	100.00%
	OJSC ArcelorMittal Kryvyi Rih ("AM Kryvyi Rih")	Ukraine	95.13%
	ArcelorMittal International Luxembourg S.A.	Luxembourg	100.00%
	Mining
	ArcelorMittal Mines Canada Inc. ("AMMC")	Canada	100.00%2
	ArcelorMittal Liberia Ltd	Liberia	85.00%
	JSC ArcelorMittal Temirtau	Kazakhstan	100.00%
	OJSC ArcelorMittal Kryvyi Rih	Ukraine	95.13%
1	Société Nationale de Sidérurgie S.A. is controlled by Nouvelles Sidérurgies Industrielles, an investment controlled by ArcelorMittal.
2	ArcelorMittal Mines Canada Inc. holds an 85% interest in joint venture partnerships (see below).

F-48

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Significant cash or cash equivalent balances may be held from time to time at the Company’s international operating subsidiaries, including in particular those in France and the United States, where the Company maintains cash management systems under which most of its cash and cash equivalents are centralized. Other subsidiaries, associates and joint ventures, which may hold significant cash balances, include those in Argentina, Brazil, Canada, Morocco, South Africa, Ukraine and Venezuela. Some of these operating subsidiaries have debt outstanding or are subject to acquisition agreements that impose restrictions on such operating subsidiaries’ ability to pay dividends, but such restrictions are not significant in the context of ArcelorMittal’s overall liquidity. Repatriation of funds from operating subsidiaries may also be affected by tax and foreign exchange policies in place from time to time in the various countries where the Company operates, though none of these policies are currently significant in the context of ArcelorMittal’s overall liquidity.

Non-wholly owned subsidiaries that have material non-controlling interests

The tables below provide a list of the principal subsidiaries which include non-controlling interests at December 31, 2013 and 2014 and for the year ended December 31, 2013 and 2014.

Name of Subsidiary	Country of incorporation and operation	% of non-controlling interests and non-controlling voting rights at December 31, 2013	% of non-controlling interests and non-controlling voting rights at December 31, 2014	Net income (loss) attributable to non-controlling interests for the year ended December 31, 2013	Non-controlling interests at December 31, 2013	Net income (loss) attributable to non-controlling interests for the year ended December 31, 2014	Non-controlling interests at December 31, 2014
ArcelorMittal South Africa	South Africa	47.98%	47.98%	(100)	953	(8)	859
Sonasid1	Morocco	67.57%	67.57%	12	157	10	143
ArcelorMittal Kryvyi Rih	Ukraine	4.87%	4.87%	(10)	258	(6)	256
Belgo Bekaert Arames ("BBA")	Brazil	45.00%	45.00%	40	195	41	175
Hera Ermac2	Luxembourg	-	-	-	947	-	899
AMMC3	Canada	15.00%	15.00%	87	475	88	514
Other				(59)	395	(13)	228
Total				(30)	3,380	112	3,074

F-49

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

¹ Sonasid

ArcelorMittal holds a controlling stake of 50% in Nouvelles Sidérurgies Industrielles. ArcelorMittal controls Nouvelles Sidérurgies Industrielles on the basis of a shareholders’ agreement which includes deadlock arrangements in favor of the Company. Nouvelles Sidérurgies Industrielles holds a 64.86% stake in Sonasid. The total non-controlling interests in Sonasid of 67.57% are the result of ArcelorMittal’s indirect ownership percentage in Sonasid of 32.43% through its controlling stake in Nouvelles Sidérurgies Industrielles.

² Hera Ermac

The non-controlling interests correspond to the equity component of the mandatory convertible bonds maturing on January 29, 2016 (see note 4).

³ AMMC

On March 15, 2013 and May 30, 2013, a consortium led by POSCO and China Steel Corporation acquired a 15% non-controlling interest in joint venture partnerships holding ArcelorMittal’s Labrador Trough iron ore mining and infrastructure assets (see note 4).

The table below provides summarized financial information for the principal subsidiaries subject to non-controlling interests at December 31, 2013 and 2014 and for the years ended December 31, 2013 and 2014.

Summarized statements of financial position
		December 31, 2013
		AM South Africa	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC
	Current assets	1,353	221	1,127	293	1,558	2,900
	Non-current assets	1,784	185	5,242	316	-	5,418
	Total assets	3,137	406	6,369	609	1,558	8,318
	Current liabilities	760	130	557	135	15	481
	Non-current liabilities	393	47	619	50	37	4,451
	Net assets	1,984	229	5,193	424	1,506	3,386
Summarized statements of operations
		December 31, 2013
		AM South Africa	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC
	Revenue	3,367	543	3,467	1,073	-	2,238
	Net income (loss)	(208)	17	(192)	88	(31)	(417)
	Total comprehensive income (loss)	(137)	19	(253)	99	(31)	(92)
Summarized statements of cash flows
		December 31, 2013
		AM South Africa	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC
	Net cash provided by / (used in) operating activities	87	33	239	77	(52)	(2,179)
	Net cash provided by / (used in) investing activities	(147)	(10)	(177)	(21)	52	(648)
	Net cash provided by / (used in) financing activities	78	(49)	-	(40)	-	3,011
	Impact of currency movements on cash	2	1	(1)	(2)	-	-
	Cash and cash equivalents:
	At the beginning of the year	104	27	17	3	-	1
	At the end of the year	124	2	78	17	-	185
	Dividend to non-controlling interests	-	-	-	(8)	-	-
Summarized statements of financial position
		December 31, 2014
		AM South Africa	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC
	Current assets	1,105	217	1,149	265	168	2,742
	Non-current assets	1,746	147	5,099	272	1,692	5,436
	Total assets	2,851	364	6,248	537	1,860	8,178
	Current liabilities	765	134	652	131	14	381
	Non-current liabilities	297	33	535	38	164	4,230
	Net assets	1,789	197	5,061	368	1,682	3,567
Summarized statements of operations
		December 31, 2014
		AM South Africa	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC
	Revenue	3,216	485	3,087	981	-	2,049
	Net income (loss)	(17)	12	(130)	84	217	510
	Total comprehensive income (loss)	(15)	16	(133)	135	217	472
Summarized statements of cash flows
		December 31, 2014
		AM South Africa	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC
	Net cash provided by / (used in) operating activities	155	77	241	97	24	764
	Net cash provided by / (used in) investing activities	(247)	(10)	(192)	(30)	(26)	(346)
	Net cash provided by / (used in) financing activities	12	(30)	-	(64)	2	(285)
	Impact of currency movements on cash	(5)	(2)	-	(2)	-	-
	Cash and cash equivalents:
	At the beginning of the year	124	2	78	17	-	185
	At the end of the year	39	37	127	18	-	318
	Dividend to non-controlling interests	-	(10)	-	(25)	-	(67)

F-50

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

F-51

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Investments accounted for under the equity method

The Company had the following investments accounted for under the equity method, at December 31, 2013 and 2014:

	Category	Carrying value December 31, 2013	Carrying value December 31, 2014
	Joint Ventures	1,753	1,809
	Associates	4,161	2,996
	Individually immaterial joint ventures and associates1	1,281	1,028
	Total	7,195	5,833
1	Individually immaterial joint ventures and associates represent in aggregate less than 20% of the total carrying amount of investments in joint ventures and associates at December 31, 2013 and 2014, and none of them has a carrying amount exceeding 160 at December 31, 2013 and 2014.

Joint ventures

The following tables summarize the financial information and reconcile it to the carrying amount of each of the Company’s material joint ventures at December 31, 2013 and 2014:

	December 31, 2013
Joint Ventures	ArcelorMittal Gonvarri Brasil Produtos Siderúrgicos	Gallatin Steel **	Macsteel International Holdings B.V.	Kalagadi Manganese (Propriety) Ltd	Baffinland	Valin ArcelorMittal Automotive Steel	Total
Place of incorporation and operation	Brazil	United States	Netherlands	South Africa	Canada	China
Principal Activity	Production and distribution of metal products	Steel manufacturing	Steel trading and distribution	Mining	Development of iron ore mine	Manufacture and distribution of metal products for automotive industry
Ownership and voting rights % at December 31, 2013 *	50.00%	50.00%	50.00%	50.00%	50.00%	49.00%
Current assets	127	206	795	28	82	340	1,578
of which Cash and cash equivalents	63	7	166	-	-	260	496
Non-current assets	48	253	270	534	1,384	362	2,851
Current liabilities	33	70	458	413	112	99	1,185
of which trade and other payables and provisions	21	67	220	26	-	99	433
Non-current liabilities	3	2	15	4	102	174	300
Net assets	139	387	592	145	1,252	429	2,944
Company's share of net assets	70	193	296	72	626	210	1,467
Goodwill	57	-	-	232	-	-	289
Adjustments for differences in accounting policies and other	-	-	(3)	-	-	-	(3)
Carrying amount in the statements of financial position	127	193	293	304	626	210	1,753
Revenue	398	999	2,580	-	-	-	3,977
Depreciation and amortization	(6)	(20)	(1)	-	-	-	(27)
Interest income	6	-	7	-	-	-	13
Interest expense	(1)	(1)	(4)	-	-	-	(6)
Income tax expense	(6)	-	(5)	(2)	-	-	(13)
Net income (loss)	19	35	35	(8)	(8)	-	73
Other comprehensive income (loss)	-	-	-	-	(29)	-	(29)
Total comprehensive income (loss)	19	35	35	(8)	(37)	-	44
Cash dividends received by the Company	8	1	-	-	-	-	9
* The ownership stake is equal to the voting rights percentage.
** The investment in Gallatin Steel Company was sold during 2014 (see below).
	December 31, 2014
Joint Ventures	ArcelorMittal Gonvarri Brasil Produtos Siderúrgicos	Calvert	Macsteel International Holdings B.V.	Kalagadi Manganese (Propriety) Ltd	Baffinland	Valin ArcelorMittal Automotive Steel	Tameh	Total
Place of incorporation and operation *	Brazil	United States	Netherlands	South Africa	Canada	China	Poland
Principal Activity	Production and distribution of metal products	Steel finishing	Steel trading and distribution	Mining	Development of iron ore mine	Manufacture and distribution of metal products for automotive industry	Energy production and supply
Ownership and voting rights % at December 31, 2014 **	50.00%	50.00%	50.00%	50.00%	50.00%	49.00%	50.00%
Current assets	63	998	918	20	123	198	-	2,320
of which Cash and cash equivalents	12	14	136	1	8	90	-	261
Non-current assets	63	1,242	360	663	1,505	661	240	4,734
Current liabilities	22	586	612	193	101	194	-	1,708
of which trade and other payables and provisions	19	161	271	42	81	124	-	698
Non-current liabilities	3	1,076	55	363	411	252	-	2,160
Net assets	101	578	611	127	1,116	413	240	3,186
Company's share of net assets	51	289	306	64	558	202	120	1,590
Goodwill	50	-	-	208	-	-	-	258
Adjustments for differences in accounting policies and other	-	20	-	-	(59)	-	-	(39)
Carrying amount in the statements of financial position	101	309	306	272	499	202	120	1,809
Revenue	235	2,150	3,434	-	-	-	-	5,819
Depreciation and amortization	(5)	(40)	(1)	-	-	-	-	(46)
Interest income	6	-	11	-	-	3	-	20
Interest expense	-	(19)	(8)	-	-	-	-	(27)
Income tax (expense)	(4)	-	(6)	(2)	3	-	-	(9)
Net income (loss)	15	89	44	(6)	(21)	(6)	-	115
Other comprehensive income (loss)	-	-	18	-	-	-	-	18
Total comprehensive income (loss)	15	89	62	(6)	(21)	(6)	-	133
Cash dividends received by the Company	20	-	5	-	-	-	-	25
* The country of incorporation corresponds to the country of operation except for Tameh whose country of operation is also the Czech Republic.
** The ownership stake is equal to the voting rights percentage.

F-52

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

F-53

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

ArcelorMittal Gonvarri Brasil Produtos Siderúrgicos

ArcelorMittal Gonvarri Brasil Produtos Siderúrgicos S.A. is engaged in the manufacture, including auto parts, and sale of flat rolled steel, to serve, among others, the automotive and metal and mechanics industries in general. The entity processes and distributes steel primarily in Brazil, and is the result of the acquisition in 2008 of Gonvarri Brasil Produtos Siderúrgicos S.A by AM Spain Holding and Gonvarri Steel Industries.

Gallatin Steel

Gallatin Steel Company (“Gallatin Steel”) was a joint venture between ArcelorMittal and Gerdau Ameristeel. Their manufacturing facility, located in Kentucky, USA, produces hot band coils. On October 8, 2014, ArcelorMittal and Gerdau Ameristeel completed the sale of their respective 50% interests in Gallatin Steel to Nucor Corporation for a total consideration of 770. The gain on disposal for the Company’s stake was 193 and is included in income (loss) from investments in associates, joint ventures and other investments.

Macsteel International Holdings B.V.

Macsteel International Holdings B.V. is a joint venture between Macsteel Holdings Luxembourg  S.á r.l. and ArcelorMittal South Africa which provides the Company with an international network of traders and trading channels including the shipping and distribution of steel.

Kalagadi Manganese

Kalagadi Manganese (Propriety) Ltd (“Kalagadi Manganese”) is a joint venture between ArcelorMittal and Kalahari Resource (Proprietary) Ltd that is engaged in exploring, mining, ore processing, and smelting manganese in the Kalahari Basin. In addition to the carrying amount of the investment of 272 at December 31, 2014, the Company has granted loans for the funding of the mining project amounting to 66 including accrued interest. On April 10, 2014, the share purchase agreement signed with Mrs. Mashile-Nkosi providing for acquisition by her or her nominee of ArcelorMittal’s 50% interest in Kalagadi Manganese expired.

Valin ArcelorMittal Automotive Steel

 Valin ArcelorMittal Automotive Steel (“VAMA”) is a joint venture between ArcelorMittal and Hunan Valin which produces steel for high-end applications in the automobile industry and supplies international automakers and first-tier suppliers as well as Chinese car manufacturers and their supplier networks. The plant was inaugurated on June 15, 2014.

Baffinland

               Baffinland is a 50/50 joint venture since October 1, 2013 between ArcelorMittal and Nunavut Iron Ore. Baffinland owns the Mary River project, which has direct shipped, high grade iron ore assets on Baffin Island in Nunavut (Canada) (please also see note 3).

Calvert

               On February 26, 2014, the Company together with Nippon Steel & Sumitomo Metal Corporation (“NSSMC”) completed the acquisition of ThyssenKrupp Steel USA (“TK Steel USA”), a steel processing plant in Calvert, Alabama, USA, for a total consideration of 1,550 financed through a combination of debt at the joint venture level and equity, of which 258 was paid by ArcelorMittal. The Company concluded that it has joint control of the arrangement, AM/NS Calvert (“Calvert”), together with NSSMC, and accounts for its 50% interest in the joint venture under the equity method. The transaction includes a six-year agreement to purchase two million tonnes of slab annually from TK CSA, an integrated steel mill complex located in Rio de Janeiro, Brazil, using a market-based price formula. TK CSA has an option to extend the agreement for an additional three years on terms that are more favorable to the joint venture, as compared with the initial time period. The remaining slab balance is sourced from ArcelorMittal plants in the US, Brazil and Mexico. ArcelorMittal is principally responsible for marketing the product on behalf of the joint venture. AM/NS Calvert serves the automotive, construction, pipe and tube, service center, and appliance/ HVAC industries.

Tameh

On December 11, 2014, ArcerlorMittal and Tauron Group contributed four energy production facilities located in Poland and the Czech Republic into the new arrangement Tameh. The Company concluded that it has joint control over Tameh and

F-54

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

accounted for its 50% interest in the joint venture under the equity method. Tameh’s objective is to ensure energy supply to the Company’s steel plants in these countries as well as the utilization of steel plant gases for energy production processes (see note 3).

Associates

The following table summarizes the financial information and reconciles it to the carrying amount of each of the Company’s material associates at December 31, 2013 and 2014:

	December 31, 2013
Associates	China Oriental	DHS GROUP	Hunan Valin Steel Tube and Wire Co., Ltd.d	Gestampc	Gonvarri Steel Industries	Stalprodukt SAc	Total
Financial statements reporting date ***	Jun 30, 2013	Sep 30, 2013	Sep 30, 2013	Sep 30, 2013	Sep 30, 2013	Sep 30, 2013
Place of incorporation and operation *	Bermuda	Germany	China	Spain	Spain	Poland
Principal Activity	Iron and steel manufacturing	Steel manufacturing	Steel manufacturing	Manufacturing of metal components	Steel manufacturing	Production and distribution of steel products
Ownership and voting rights % at December 31, 2013 **	47.01%	33.43%	20.03%	35.00%	35.00%	33.77%
Current assets	2,263	2,181	3,473	2,942	1,739	349	12,947
Non-current assets	1,741	3,422	7,849	4,172	1,082	633	18,899
Current liabilities	1,670	670	8,094	2,103	707	174	13,418
Non-current liabilities	766	1,103	1,367	2,799	652	127	6,814
Non controlling interests	81	178	275	503	26	42	1,105
Net assets attributable to equity holders of the parent	1,487	3,652	1,586	1,709	1,436	639	10,509
Company's share of net assets	699	1,221	318	598	503	216	3,555
Goodwill	624	-	52	-	-	-	676
Adjustments for differences in accounting policies and other	-	86 a	-	-	(108)b	(27)	(49)
Other adjustments ***	13	(91)	12	-	45	-	(21)
Carrying amount in the statements of financial position	1,336	1,216	382	598	440	189	4,161
Revenue	2,639	1,941	7,070	5,631	2,495	666	20,442
Profit or loss from continuing operations	24	(169)	(39)	138	38	19	11
Net income (loss)	8	(173)	(45)	102	37	14	(57)
Other comprehensive income (loss)	1	-	(2)	(71)	(30)	-	(102)
Total comprehensive income (loss)	9	(173)	(47)	31	7	14	(159)
Cash dividends received by the Company	-	15	-	23	39	1	78
	December 31, 2014
Associates	China Oriental	DHS GROUP	Gestampc	Gonvarri Steel Industries	Stalprodukt SAc	Total
Financial statements reporting date ***	Jun 30, 2014	Sep 30, 2014	Sep 30, 2014	Sep 30, 2014	Sep 30, 2014
Place of incorporation and operation *	Bermuda	Germany	Spain	Spain	Poland
Principal Activity	Iron and steel manufacturing	Steel manufacturing	Manufacturing of metal components	Steel manufacturing	Production and distribution of steel products
Ownership and voting rights % at December 31, 2014 **	47.01%	33.43%	35.00%	35.00%	33.77%
Current assets	2,473	1,844	2,767	1,635	338	9,057
Non-current assets	1,568	3,245	4,085	1,131	577	10,606
Current liabilities	1,681	591	1,986	689	169	5,116
Non-current liabilities	789	1,095	2,694	463	212	5,253
Non controlling interests	83	157	550	104	37	931
Net assets attributable to equity holders of the parent	1,488	3,246	1,622	1,510	497	8,363
Company's share of net assets	700	1,085	568	529	168	3,050
Adjustments for differences in accounting policies and other	-	68 a	-	(65)b	9	12
Other adjustments ***	(3)	(28)	(20)	(6)	(9)	(66)
Carrying amount in the statements of financial position	697	1,125	548	458	168	2,996
Revenue	2,545	2,000	6,196	2,550	684	13,975
Profit or loss from continuing operations	22	(68)	153	102	33	242
Post-tax profit or loss from discontinued operations	-	-	(2)	-	-	(2)
Net income (loss)	6	(75)	98	99	24	152
Other comprehensive income	-	-	40	14	-	54
Total comprehensive income (loss)	6	(75)	138	113	24	206
Cash dividends received by the Company	-	-	16	10	-	26

F-55

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

____________

* The country of incorporation corresponds to the country of operation except for China Oriental whose country of operation is China.

** The ownership stake is equal to the voting rights percentage.

*** Other adjustments correspond to the difference between the carrying amount at December 31, 2013 and 2014 and the net assets situation corresponding to the latest financial statements ArcelorMittal is permitted to disclose.

^a The amount for DHS GROUP includes an adjustment to align with the Company’s accounting policies mainly linked to property, plant and equipment, inventory and pension.

^b Adjustment in Gonvarri Steel Industries relate primarily to differences in accounting policies regarding revaluation of fixed assets.

^cDate of the latest available financial statements is September 30, 2013 and 2014.  

^d Following the exercise of the third put option, the accounting treatment for Hunan Valin changed from equity method to available-for-sale (see below).

China Oriental

China Oriental Group Company Limited (“China Oriental”) is a Chinese integrated iron and steel conglomerate listed on the HKSE. However, China Oriental’s shares were suspended from trading as of April 29, 2014. On November 8, 2007, ArcelorMittal purchased approximately 820,000,000 China Oriental shares for a total consideration of 644, 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. The measures to restore the minimum free float of 25% as per the Hong Kong Stock Exchange (“HKSE”) listing requirement were 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 were extended until April 30, 2014. On April 30, 2014, following simultaneously with the exercise by Deutsche Bank of its put option with respect to a 7.5% stake in China Oriental, the Company sold this investment to Macquarie Bank and entered into a put option arrangement with the latter maturing on April 30, 2015. The Company extended the existing put option agreement with ING in relation to a further 9.9% stake in China Oriental until April 30, 2015 (see note 9). In accordance with applicable accounting requirements, the Company has not derecognized the 17.4% stake as it retained the significant risks and rewards of the investment.

                As at December 31, 2013, the investment had a value of 222 based on the quoted stock price of China Oriental at the Hong Stock Exchange. The Company believed that the quoted share price was not a reliable representation of market value as the

F-56

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

shares were thinly traded. The Company could not conclude that the security was dealt with on an active market where transactions take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

In 2014, following a revision of business assumptions in the context of continuing growth slowdown in China, the Company tested the investment for impairment on a fair value basis and concluded that such fair value was lower than the carrying amount. The results of the fair value analysis principally based on market multiples indicated that the carrying value recognized was in excess of the estimated fair value of the investment, which approximated the Company’s share in China Oriental’s net equity. The recoverable amount of the Company’s investment in China Oriental amounted to 697. Based on this analysis, the Company recognized an impairment charge of 621 in income (loss) from investments in associates, joint ventures and other investments. The Company classified the measurement at fair value into Level 3.

In 2013, the Company tested the investment for impairment and determined that the value in use was lower than the carrying amount. In determining the value in use, the Company estimated its share in the present value (using a pre-tax discount rate of 11.9% for 2013) of the projected future cash flows expected to be generated by operations. The value in use was based on cash flows for a period of five years, which were extrapolated for the remaining years based on an estimated growth rate not exceeding the average long-term growth rate for the relevant markets. Based on the analysis of value in use, the Company recognized an impairment charge of 200 in income (loss) from investments in associates, joint ventures and other investments as a result of expectations regarding future performance.

DHS GROUP

DHS - Dillinger Hütte Saarstahl AG (“DHS GROUP”), incorporated and located in Germany, is a leading heavy plate producer in Europe. The group’s parent company is DHS Holding, which owns 95.28% of the shares in the operating company, AG der Dillinger Hüttenwerke. Dillinger Hütte produces heavy steel plate, cast slag pots and semi-finished products, such as pressings, and pressure vessel heads and shell sections. The Dillinger Hütte also includes a further rolling mill operated by Dillinger France in Dunkirk (France).

Hunan Valin Steel Tube and Wire Co. Ltd.

Hunan Valin Steel Tube and Wire Co. Ltd. (“Hunan Valin”) is a leading steel producer in China engaged in the production and sale of billet, seamless tube, wire rod, reinforced bar, hot rolled coil, cold rolled coil, galvanized coil, sections and Hot Rolled (“HR”) plates. The products sold to domestic and overseas markets cover a wide range of market segments.

As of December 31, 2013, the investment had a market value of 194. On June 6, 2012, ArcelorMittal and Valin Group finalized a share swap arrangement based upon a put option mechanism, which enabled ArcelorMittal to exercise over the following two years put options granted by the Valin Group with respect to Hunan Valin shares. Under this arrangement, ArcelorMittal could sell up to 20% of the total equity (600 million shares) in Hunan Valin to the Valin Group. The exercise period of the put options was equally spaced with gaps of six months and linked to the key development milestones of VAMA. Following the exercise of the put options, ArcelorMittal would retain a 10% shareholding in Hunan Valin as part of a long-term strategic cooperation agreement. ArcelorMittal's acquisition of the additional 16% shareholding in VAMA, which would be financed by the sale of shares in Hunan Valin using the put options, was approved by the Chinese authorities in December 2012. The put option exercise dates were February 6, 2013, August 6, 2013, February 6, 2014 and August 6, 2014. The exercise price per share was CNY 4 for the first two dates and CNY 4.4 for the last two dates.  On February 6, 2013 and August 6, 2013, the Company exercised the first and second put options on Hunan Valin. Its interest in the associate decreased accordingly from 30% to 20%. The aggregate resulting gain on disposal was recorded as income (loss) from investments in associates, joint ventures and other investments and amounted to 45 including the proportional reclassification of the accumulated positive foreign exchange translation difference from other comprehensive income to the statements of operations of 33. The total consideration was 194, of which 169 was reinvested into a capital increase and into the acquisition of an additional 16% interest in VAMA, in which the Company increased accordingly its stake from 33% to 49%. As a result of the exercise of the third put option on February 8, 2014, the Company’s interest in Hunan Valin decreased from 20% to 15%. Accordingly, the Company discontinued the accounting for its investment under the equity method and reclassified its interest as available-for-sale within other investments in the statement of financial position (see note 14). The resulting loss on disposal was recorded in income (loss) from investments in associates, joint ventures and other investments and amounted to 76. This amount consisted of a gain of 13 on disposal of the 5% stake and the reclassification of the accumulated positive foreign exchange translation difference from other comprehensive income to the statements of operations of 61, offset by a loss of 150 with respect to the remeasurement at fair value of the remaining interest of 15%.

Gestamp

F-57

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Gestamp Automoción (“Gestamp”) is a Spanish multi-national company, which is a leader in the European automotive industry. The activities of Gestamp and its subsidiaries are focused on the design, development, and manufacturing of metal components for the automotive industry via stamping, tooling, assembly, welding, tailor welded blanks, and die cutting. The entity also includes other companies dedicated to services such as research and development of new technologies.

Gonvarri Steel Industries

Holding Gonvarri SL (“Gonvarri Steel Industries”) is dedicated to the processing of steel. The entity is a European leader in steel service centers and renewable energy components, with strong presence in Europe and Latin America.

Stalprodukt SA

Stalprodukt SA is a leading manufacturer and exporter of highly processed steel products based in Poland. As of December 31, 2013 and 2014, the investment had a market value of 138 and 261, respectively.

Other associates and joint ventures that are not individually material

The Group has interests in a number of other joint ventures and associates, none of which are regarded as individually material. The following table summarizes, in aggregate, the financial information of all individually immaterial joint ventures and associates that are accounted for using the equity method:

	December 31, 2013		December 31, 2014
	Associates	Joint Ventures	Associates	Joint Ventures
Carrying amount of interests in associates and joint ventures	673	608	442	586
Share of:
Income (loss) from continuing operations	(22)	20	(3)	13
Other comprehensive income (loss)	(19)	(13)	-	-
Total comprehensive income (loss)	(41)	7	(3)	13

On April 12, 2013, the Company reduced its stake in Coils Lamiere Nastri (“CLN”) S.p.a. from 35.00% to 24.55% through the exercise of put options. The cash consideration received was 57 and the gain on disposal recognized in income (loss) from investments in associates, joint ventures and others was 8, including a loss of 4 corresponding to the proportional reclassification of the accumulated negative foreign exchange translation reserve from other comprehensive income to the statements of operations.

The Company’s unrecognized share of accumulated losses in ArcelorMittal Algérie Spa amounted to 4 and 49 for the years ended December 31, 2013 and December 31, 2014, respectively.

The Company assessed the recoverability of its investments accounted for using the equity method whenever there was an indication of impairment. 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 the analysis of the higher of fair value and value in use as of December 31, 2014 the Company concluded that no impairment was required, except for China Oriental (see above). For the year ended December 31, 2013 the Company recorded an impairment loss of 111 in respect of its investment in Coal of Africa as a result of lower profitability and decline in market value. The Company applied a Level 1 fair value measurement and adjusted the carrying amount to the market value of 11 at December 31, 2013.

The Company is not aware of any material contingent liabilities related to associates and joint ventures for which it 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 24 for disclosure of commitments related to associates and joint ventures.

Investments in joint operations

F-58

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

In addition to subsidiaries, joint ventures and associates as described above, the Company also had investments in the following joint operations as of December 31, 2014:

Peña Colorada

Peña Colorada is an iron ore mine located in Mexico in which ArcelorMittal holds a 50% interest. Peña Colorada operates an open pit mine as well as concentrating facility and two-line pelletizing facility.

Hibbing Taconite Mines

          The Hibbing Taconite Mines in which the Company holds a 62.3% interest are iron ore mines located in the USA and operations consist of open pit mining, crushing, concentrating and pelletizing.

I/N Tek

           I/N Tek in which the Company holds a 60% interest operates a cold-rolling mill in the USA.

Double G Coatings

           ArcelorMittal holds a 50% interest in Double G Coating, a hot dip galvanizing and Galvalume facility in the USA.

Hibbing Taconite Mines and Peña Colorada are part of the Mining segment; other joint operations are part of NAFTA.

Unconsolidated structured entities

ArcelorMittal has operating lease arrangements for six vessels (Panamax Bulk Carriers) involving structured entities whose main purpose is to hold legal title of the six vessels and to lease them to the Company. The operating lease arrangements for five vessels were entered in 2013 and for a sixth vessel in 2014. These entities are wholly-owned and controlled by a financial institution. They are funded through equity instruments by the financial institution.

The aforesaid operating leases have been agreed for a 12 year period, during which the Company is obliged to pay to the structured entities minimum fees equivalent to approximately 4 per year and per vessel. In addition, ArcelorMittal holds call options to buy each of the six vessels from the structured entities at pre-determined dates and prices as presented in the table below. The structured entities hold put options enabling them to sell each of the vessels at the end of the lease terms at 6 each to the Company.

	Call options' strike prices
Exercise dates	at the 60th month	at the 72nd month	at the 84th month	at the 96th month	at the 108th month	at the 120th month	at the 132nd month	at the 144th month
Amounts per vessel*
First four vessels	28	26	25	23	21	19	17	14
Fifth vessel	29	27	26	24	22	20	17	14
Sixth vessel	31	30	28	27	26	24	20	14
* If actual fair values of each vessel are higher than strike prices at each of the exercise dates, ArcelorMittal is then obliged to share (50%/50%) the gain with the structured entities.

In addition, pursuant to these arrangements, the Company had a receivable of 37 and 37 at December 31, 2013 and December 31, 2014, respectively (classified as “Other assets”), which does not bear interest, is forgiven upon default and will be

F-59

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

repaid by the structured entities quarterly in arrears throughout the lease term. The outstanding balance will be used to offset payment of any interim call options, if exercised.

Income (loss) from investments in associates, joint ventures and other investments

Loss from investments in associates, joint ventures and other investments amounted to 172 for the year ended December 31, 2014 and included a net loss of 14 related to the disposal of the Hunan Valin shares. This includes a net loss of 76 related to the exercise of the third put option on February 8, 2014 as mentioned above, partly offset by a net gain of 62 with respect to the fourth and last put option exercised on August 6, 2014 (see note 14). Income for the year ended December 31, 2014 also included impairment charges of 56 relating to Erdemir (see note 14) and 621 relating to China Oriental partly offset by a 193 gain on disposal of the Company’s 50% interest in Gallatin Steel.

Loss from associates, joint ventures and other investments amounted to 442 for the year ended December 31, 2013 and included impairment charges for a total amount of 422, of which 200 (see above) related to the Company’s 47% stake in the associate China Oriental as a result of current expectations regarding future performance. In addition, the Company recorded an impairment charge of 111 relating to the Company’s 50% interest in the associate Kiswire ArcelorMittal Ltd in the framework of the agreed sale of certain steel cord assets to the joint venture partner Kiswire Ltd. Loss for the year ended December 31, 2013 also included an impairment charge of 111 relating to the associate Coal of Africa as a result of lower profitability and decline in market value. Loss for the year ended December 31, 2013 included a charge of 57 following the disposal of a 6.66% interest in Erdemir shares by way of a single accelerated bookbuilt offering to institutional investors. In addition, loss for the year ended December 31, 2013 included a 56 expense for contingent consideration with respect to the Gonvarri Brasil acquisition made in 2008 partly offset by a gain of 45 with respect to the sale of a 10% interest in Hunan Valin following the exercise of the first and second put options (see above).

 Income from investments in associates, joint ventures and other investments amounted to 185 for the year ended December 31, 2012.  It included a net gain of 101 on the disposal of a 6.25% stake in Erdemir and an impairment loss of 185 reflecting the reduction of the carrying amount of the investment in Enovos International S.A. to the net proceeds from the sale.

Income (loss) from investments in associates, joint ventures and other investments included dividend income from other investments was 40, 55 and 59 for the years ended December 31, 2012, 2013 and 2014, respectively.

NOTE 14: OTHER INVESTMENTS

The Company holds the following other investments:

	December 31,
	2013	2014
Available-for-sale securities (at fair value)	522	1,022
Investments accounted for at cost	216	180
Total	738	1,202

Ereĝli Demir ve Çelik Fabrikalari T.A.S. (“Erdemir”)

On March 28, 2012 ArcelorMittal decreased its stake from 25.78% (25% based on issued shares) to 18.7% in the associate Erdemir, the leading steel company in Turkey, through the sale of 134,317,503 shares for a total consideration of 264 and by way of a single accelerated bookbuilt offering to institutional investors. The Company also issued warrants in respect of 134,317,503 shares of Erdemir. Investors received for every three shares purchased one warrant maturing on July 2, 2012, one warrant maturing on October 1, 2012 and one warrant maturing on December 14, 2012 with an exercise price set at 105%, 110% and 115% above the reference price based on the recent Erdemir stock price, respectively. All warrants related to the first, second and third series, maturing on July 2, 2012, October 1, 2012 and December 14, 2012, respectively, expired unexercised. As a result of the partial disposal, the Company discontinued the accounting for the investment in Erdemir under the equity method and classified the remaining shares as available-for-sale. This transaction resulted in a net gain of 101 included in income (loss) from investments in associates, joint ventures and other investments. This included a reclassification from accumulated other comprehensive income to the statements of operations of the revaluation reserve of available-for-sale financial assets for a gain of 842. It also included a reclassification from accumulated other comprehensive income to the statements of operation of the

F-60

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

negative foreign exchange translation difference for a loss of 422. Additional losses were incurred on disposal of a 6.25% stake for 107 as well as the remeasurement loss at fair value of the remaining investment upon discontinuation of the equity method for 212.

On October 10, 2013, following the completion of the sale of 233,169,183 shares in Erdemir by way of a single accelerated bookbuilt offering to institutional investors, the Company’s interest in Erdemir decreased from 18.74% to 12.08%. The sale proceeds amounted to 267. The loss on disposal amounting to 57 was recorded in income (loss) from investments in associates, joint ventures and other investments. The loss corresponds to the proportional reclassification from other comprehensive income to the consolidated statements of operations of unrealized losses on available-for-sale securities.

As of December 31, 2013 and 2014, the fair value of ArcelorMittal’s remaining stake in Erdemir amounted to 508 and 809, respectively. Unrealized gains (losses) recognized in reserves amounted to (88) and 299 for the year ended December 31, 2013 and 2014, respectively. The Company reviewed the investment in Erdemir for impairment during the first quarter of 2014 and concluded that there was a prolonged decline in fair value that remained continuously below cost for more than two years. Accordingly, it recorded an impairment charge of 56 in income (loss) from investments in associates, joint ventures and other investments. Following the impairment the fair value of Erdemir increased and the Company recorded a revaluation gain of 267 in other comprehensive income as of December 31, 2014.

Hunan Valin

Following the exercise of the third put option granted by the Valin Group on February 8, 2014, the Company classified its investment in Hunan Valin as available-for-sale (see note 13).

On August 6, 2014, the Company exercised the fourth and last put option, which subsequently led to the decrease in its stake in Hunan Valin from 15% to 10%. The Company recognized a net gain of 62 including a gain of 64 in relation to the option, which was a Level 2 financial instrument, a loss on disposal of 14 and a proportional reclassification of the accumulated positive reserve for available-for-sale investments from other comprehensive income to the statements of operations of 12.

As of December 31, 2014, the fair value of ArcelorMittal’s remaining stake in Hunan Valin amounted to 192. Unrealized gains recognized in reserves amounted to 101 for the year ended December 31, 2014.

The Company reviewed the investments in Hunan Valin and Erdemir for impairment and concluded that there was no impairment trigger.

NOTE 15: OTHER ASSETS

Other assets consisted of the following:

		December 31,
		2013	2014
	Financial amounts receivable	252	454
	Long-term VAT receivables	388	279
	Cash guarantees and deposits	263	231
	Accrued interest	116	151
	Assets in pension funds1	55	32
	Income tax receivable	13	11
	Derivative financial instruments	7	4
	Other	220	266
	Total	1,314	1,428
1	The pension funds are mainly related to units in Canada.

F-61

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

NOTE 16: 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,
		Sales			Trade receivables
Transactions	Category	2012	2013	2014	2013	2014
Gonvarri Group	Associate	1,520	1,364	1,456	97	91
Calvert1	Joint Venture	-	-	1,136	-	28
Macsteel Group	Joint Venture	709	497	579	50	25
CLN Group	Associate	355	359	563	47	63
Borcelik Celik Sanayii Ticaret A.S.	Associate	300	435	516	6	2
Bamesa Group	Associate	410	397	416	43	60
I/N Kote L.P.	Joint Venture	455	432	412	1	-
Gestamp Group	Associate	215	281	297	31	35
WDI Group	Associate	209	207	238	13	-
Aperam	Other	139	155	190	18	25
Stalprodukt SA	Associate	225	191	180	37	38
ArcelorMittal Algérie Spa 2	Associate	-	-	93	-	1
Stalprofil S.A.	Associate	76	74	82	9	12
ArcelorMittal BE Group SSC AB	Joint Venture	65	52	59	4	3
Consolidated Wire Industries Limited	Associate	37	40	50	1	-
DHS Group	Associate	62	57	33	5	7
Uttam Galva Steels Limited	Associate	92	9	27	8	11
Other		312	220	279	54	68
Total		5,181	4,770	6,606	424	469

Purchase and trade payables

			Year ended December 31,			December 31,
			Purchases			Trade payables
	Transactions	Category	2012	2013	2014	2013	2014
	Empire Iron Mining Partnership	Associate	246	203	257	-	-
	Gonvarri Group	Associate	148	168	193	14	14
	Borcelik Celik Sanayii Ticaret A.S.	Associate	202	165	175	30	37
	Aperam	Other	150	113	168	17	34
	Exeltium	Joint Venture	113	89	87	10	-
	CFL Cargo S.A.	Associate	64	66	74	11	8
	Uttam Galva Steels Limited	Associate	100	67	65	3	10
	Vulkan Energiewirtschaft Oderbrucke GmbH	Other	38	45	44	8	7
	Baycoat L.P.	Joint Venture	48	48	43	6	6
	Alkat sp. z.o.o.	Associate	34	34	36	4	3
	Eko SchrottRecycling GmbH	Other	44	34	35	3	3
	Borusan Demir Delik Sanayi ve Ticaret A.S.	Associate	48	43	34	2	2
	Steeltrack	Associate	1	1	22	-	1
	Macsteel Group	Joint Venture	-	-	17	-	-
	Kiswire ArcelorMittal Ltd.3	Other	42	39	13	10	-
	DHS Group	Associate	43	45	12	5	1
	Tameh4	Joint Venture	-	-	12	-	19
	Cia Hispano Brasileira de Pelotizaçao SA	Associate	42	-	-	-	-
	Enovos International SA5	Other	42	-	-	-	-
	Calvert1	Joint Venture	-	-	-	-	109
	Other		100	150	68	20	36
	Total		1,505	1,310	1,355	143	290
1	The joint venture Calvert was acquired on February 26, 2014 (see note 13).
2	ArcelorMittal Algérie Spa became an associate on December 17, 2013 (see note 3).
3	The joint venture Kiswire ArcelorMittal Ltd. was sold in May 2014 (see note 3). Purchases include purchase transactions until May 2014.
4	The joint venture Tameh was formed on December 11, 2014 (see note 13).
5	The shareholding in Enovos was sold in July 2012. Purchases include purchase transactions until July 2012.

F-62

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

At December 31, 2014, loans granted to Kalagadi Manganese for funding of the mining project amounted to 66 including accrued interest. The loans are unsecured, bear 10.5% interest per annum and are payable upon demand.

Also, at December 31, 2014, unsecured loans granted by the Company to ArcelorMittal Tubular Products Al Jubail for the construction of a seamless tube mill in Saudi Arabia amounted to 124 including accrued interests, of which 50 bear interest up to 24% per annum and have various maturity dates ranging from 3 to 4 years.

Other current liabilities include 28 relating to the final call of share capital in ArcelorMittal Algérie Spa (previously ArcelorMittal Annaba) following the strategic agreement signed in October 2013 and 57 with respect to payables to Paul Wurth.

Other non-current liabilities include 21 with respect to payables to ArcelorMittal Algérie Spa (previously ArcelorMittal Annaba) and 42 with respect to loan payable to Baffinland Iron Mines Corporation in relation to the capital increase in Baffinland.

In May 2014 ArcelorMittal entered into a 5-year off take agreement with its joint venture Baffinland, whereby it will buy the lesser of 50% of the annual quantity of iron ore produced by Baffinland and 2 million tonnes of iron ore per year. The purchase price is referenced to the Platts IODEX 62% Fe CFR China index and ArcelorMittal will pay advances to Baffinland for the iron ore stockpiled by Baffinland outside the sailable season during which the iron ore can be shipped.

In May 2014, ArcelorMittal also entered into a sales contract with Baffinland whereby it agreed to act as a sales agent for all of Baffinland’s iron ore (excluding the shipments subject to the off take agreement mentioned above).In addition, until December 31, 2015, the Company agreed to advance to Baffinland the equivalent of 80% of the purchase price of the iron ore stockpiled by Baffinland outside the sailable season up to a maximum of 1.5 million tonnes.

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

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

NOTE 17: SHORT-TERM AND LONG-TERM DEBT

Short-term debt

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

	December 31,
	2013	2014
Short-term bank loans and other credit facilities including commercial paper *	545	1,249
Current portion of long-term debt	3,491	1,200
Lease obligations	56	73
Total	4,092	2,522
*   The weighted average interest rate on short term borrowings outstanding were 4.1% and 2.7% as of December 31, 2013 and 2014, respectively.

F-63

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

During the first half of 2014, ArcelorMittal entered into various short-term committed bilateral credit facilities for a total amount of 0.9 billion. As of December 31, 2014, the facilities remain fully available.

On June 10, 2014, ArcelorMittal entered into an agreement for financing with a financial institution for 1 billion. The financial institution had the right to request early repayment once per year beginning in February 2015 until the final maturity on April 20, 2017. On February 13, 2015, the Company elected to make an early repayment of such financing.

Commercial paper

The Company has a commercial paper program enabling borrowings of up to €1.0 billion. As of December 31, 2014, the outstanding amount was 50.

Long-term debt

Long-term debt is comprised of the following as of December 31, 2014:

		Year of maturity	Type of Interest	Interest rate1	2013	2014
	Corporate
	3.6 billion Revolving Credit Facility	2016	Floating		-	-
	2.4 billion Revolving Credit Facility	2018	Floating		-	-
	€1.25 billion Convertible Bonds	2014	Fixed	7.25%	1,692	-
	800 Convertible Senior Notes	2014	Fixed	5.00%	780	-
	€100 million Unsecured Bonds	2014	Fixed	5.50%	138	-
	€360 million Unsecured Bonds	2014	Fixed	4.63%	497	-
	750 Unsecured Notes3	2015	Fixed	9.50%	747	-
	1.0 billion Unsecured Bonds	2015	Fixed	4.25%	996	998
	500 Unsecured Notes3	2015	Fixed	4.25%	499	-
	500 Unsecured Notes	2016	Fixed	4.25%	498	499
	€1.0 billion Unsecured Bonds	2016	Fixed	10.63%	1,373	1,210
	€1.0 billion Unsecured Bonds	2017	Fixed	5.88%	1,371	1,208
	1.4 billion Unsecured Notes	2017	Fixed	5.00%	1,394	1,396
	1.5 billion Unsecured Notes	2018	Fixed	6.13%	1,500	1,500
	€500 million Unsecured Notes	2018	Fixed	5.75%	686	604
	1.5 billion Unsecured Notes	2019	Fixed	10.35%	1,471	1,475
	€750 million Unsecured Notes	2019	Fixed	3.00%	-	903
	€600 million Unsecured Notes	2020	Fixed	2.88%	-	719
	1.0 billion Unsecured Bonds	2020	Fixed	5.75%	986	988
	1.5 billion Unsecured Notes	2021	Fixed	6.00%	1,487	1,489
	1.1 billion Unsecured Notes	2022	Fixed	6.75%	1,089	1,090
	1.5 billion Unsecured Bonds	2039	Fixed	7.50%	1,465	1,465
	1.0 billion Unsecured Notes	2041	Fixed	7.25%	983	983
	Other loans	2021	Fixed	3.46%	77	70
	EBRD loans	2015	Floating	1.23%	25	8
	300 Term Loan Facility	2016	Floating	2.08%	-	300
	EIB loan	2016	Floating	1.58%	345	304
	ICO loan	2017	Floating	2.58%	68	42
	Other loans	2017-2035	Floating	0.00%-2.47%	177	144
	Total Corporate				20,344	17,395
	Americas
	600 Senior Unsecured Notes	2014	Fixed	6.50%	188	-
	Other loans	2016-2026	Fixed/Floating	0.00% - 15.08%	448	420
	Total Americas				636	420
	Europe, Asia & Africa
	Other loans	2015-2016	Fixed/Floating	0.00%-6.00%	31	28
	Total Europe, Asia & Africa				31	28
	Total				21,011	17,843
	Less current portion of long-term debt				(3,491)	(1,200)
	Total long-term debt (excluding lease obligations)				17,520	16,643
	Long-term lease obligations2				699	632
	Total long-term debt, net of current portion				18,219	17,275
1	Rates applicable to balances outstanding at December 31, 2014.
2	Net of current portion of 56 and 73 in 2013 and 2014, respectively.
3	Early redeemed on October 30, 2014.

F-64

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Corporate

3.6 billion Revolving Credit Facility

On March 18, 2011, ArcelorMittal entered into a 6 billion facility, a syndicated revolving credit facility which may be utilized for general corporate purposes and which matures in 2016. On November 26, 2013, the facility was amended and reduced to 3.6 billion. As of December 31, 2014, the 3.6 billion Revolving Credit Facility remains fully available.

2.4 billion Revolving Credit Facility

On May 6, 2010, ArcelorMittal entered into a 4 billion facility, a syndicated revolving credit facility which may be utilized for general corporate purposes. On November 26, 2013, the facility was amended and reduced to 2.4 billion and the maturity date extended to November 6, 2018. As of December 31, 2014, the 2.4 billion Revolving Credit Facility remains fully available.

Convertible Bonds

On April 1, 2014, at maturity, ArcelorMittal repaid its €1.25 billion 7.25% unsecured and unsubordinated Convertible Bonds (see note 18).

On May 15, 2014, at maturity, ArcelorMittal repaid its 800 5.00% unsecured and unsubordinated Convertible Senior Notes (see note 19).

The €1.25 billion Convertible Bonds and the 800 Convertible Senior Notes were issued on April 1, 2009 and May 6, 2009, respectively (collectively referred to herein as the Convertible Bonds).  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 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.

F-65

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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.

On December 14, 2010 and December 18, 2010, 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. These call options allowed the Company to hedge its obligations arising out of the potential conversion of the Convertible Bonds. The related call options expired at the dates of the repayment of the Convertible Bonds.

Bonds

On March 25, 2014, ArcelorMittal completed the offering of €750 Unsecured Notes due March 25, 2019 issued under the €3 billion wholesale Euro Medium Term Notes Programme. These notes bear interest at 3% per annum and the proceeds of the issuance were used for general corporate purposes.

On July 4, 2014, ArcelorMittal completed the offering of €600 Unsecured Notes due July 6, 2020 issued under the €3 billion wholesale Euro Medium Term Notes Programme. These notes bear interest at 2.875% per annum and the proceeds of the issuance were used for general corporate purposes.

On July 15, 2014, at maturity, ArcelorMittal repaid its €100 million 5.50% Unsubordinated Bonds.

On October 30, 2014, the Company redeemed its 750 9.0% Unsecured Notes due February 15, 2015 and its 500 3.750% Unsecured Notes due February 25, 2015 prior to their scheduled maturity for a total amount of 784 and 510 respectively, including premium and accrued interest.

On November 7, 2014, at maturity, ArcelorMittal repaid the remaining outstanding amount of €360 million of its €500 million 4.625% Unsecured Bonds. On June 26, 2013, in connection with a zero premium cash tender offer to purchase any and all of its 4.625% Euro-denominated notes, ArcelorMittal purchased €140 million principal amount of notes for a total aggregate purchase price (including accrued interest) of €150 million.

On January 14, 2015, ArcelorMittal announced the issuance of €750 million 3.125% Notes due on January 14, 2022 under its €3 billion wholesale Euro Medium Term Notes Programme. The proceeds of the issuance will be used for general corporate purposes.

The following table describes the maturity and interest rates of various Notes and Bonds. The margin under certain of ArcelorMittal’s outstanding bonds is subject to adjustment in the event of a change in its long-term credit ratings. Due, among other things, to the weak steel industry outlook and ArcelorMittal’s credit metrics and level of debt, Standard & Poor’s, Moody’s and Fitch downgraded the Company’s rating to below “investment grade” in August (first downgrade), November and December 2012 (second downgrade), respectively. These downgrades triggered the interest rate “step-up” clauses in most of the Company’s outstanding bonds, as described in the table below:

	Nominal value	Date of issuance	Repayment date	Interest rate	Issued at
	1.0 billion Unsecured Bonds	August 5, 2010	August 5, 2015	4.25%5	99.12%
	500 Unsecured Notes	March 7, 2011	March 1, 2016	4.25%5	99.57%
	€1.0 billion Unsecured Bonds	June 3, 2009	June 3, 2016	10.63%2	99.38%
	€1.0 billion Unsecured Bonds1	November 18, 2010	November 17, 2017	5.88%5	99.32%
	1.4 billion Unsecured Notes	February 28, 2012	February 25, 2017	5.00%5	99.69%
	1.5 billion Unsecured Notes	May 27, 2008	June 1, 2018	6.13%4	99.57%
	€500 million Unsecured Notes1	March 29, 2012	March 29, 2018	5.75%3	99.71%
	1.5 billion Unsecured Notes	May 20,2009	June 1, 2019	10.35%5	97.52%
	€750 million Unsecured Notes 1	March 25, 2014	March 25, 2019	3.00%4	99.65%
	€600 million Unsecured Notes 1	July 4, 2014	July 6, 2020	2.88%4	99.18%
	1.0 billion Unsecured Bonds	August 5, 2010	August 5, 2020	5.75%5	98.46%
	1.5 billion Unsecured Notes	March 7, 2011	March 1, 2021	6.00%5	99.36%
	1.1 billion Unsecured Notes	February 28, 2012	February 25, 2022	6.75%5	98.28%
	1.0 billion Unsecured Bonds	October 1, 2009	October 15, 2039	7.50%5	95.20%
	500 Unsecured Bonds	August 5, 2010	October 15, 2039	7.50%5	104.84%
	1.0 billion Unsecured Notes	March 7, 2011	March 1, 2041	7.25%5	99.18%
1	Issued under the €3 billion Euro Medium Term Notes Programme.
2	Change in interest rate following downgrades, effective on June 3, 2013.
3	Change in Interest rate following downgrades, effective on March 29, 2013.
4	No impact on interest rate following downgrades in 2012.
5	Change in interest rate following downgrades, effective in 2012.

F-66

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

The Company has entered into five separate agreements with the European Bank for Reconstruction and Development (“EBRD”) for on-lending out of which one agreement for the following subsidiary was outstanding as of December 31, 2014: ArcelorMittal Temirtau on June 15, 2007. The agreement related to ArcelorMittal Kryvyi Rih was fully repaid on April 3, 2013. The last repayment installment under ArcelorMittal Temirtau is in January 2015. The amount outstanding under the EBRD agreements as of December 31, 2014 was 8 as compared to 25 as of December 31, 2013.

300 Term Loan Facility

On December 20, 2013, ArcelorMittal entered into a term loan facility in an aggregate amount of 300, maturing on December 20, 2016. The facility may be used by the Group for general corporate purposes.  Amounts repaid under this agreement may not be re-borrowed. As of December 31, 2014, the term loan facility was fully drawn.

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, 2013 and 2014 was 345 and 304, respectively.

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, 2013 and 2014 was 68 and 42, respectively.

Other loans

The other loans relate to various debt with banks and public institutions.

Americas

Senior Unsecured Notes

On April 15, 2014, at maturity, ArcelorMittal repaid the remaining outstanding amount of 189 of its 600 6.50% Senior Unsecured Notes. As a consequence of the repayment, the guarantee associated with the 600 6.50% Senior Unsecured Notes was terminated.

On June 28, 2013, in connection with the early tender portion of a zero premium cash tender offer to purchase any and all of its senior unsecured notes, ArcelorMittal purchased 311 principal amount of notes for a total aggregate purchase price (including accrued interest) of 327. An additional 1 principal amount of notes for a total aggregate purchase price (including accrued interest) of 1 were purchased on the final settlement date of July 16, 2013. Accordingly, a total of 312 principal amount of notes were purchased, for a total aggregate purchase price (including accrued interest) of 328.

F-67

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Other loans

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

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 (2.4 billion Revolving Credit Facility, 3.6 billion Revolving Credit Facility and certain borrowing agreements) 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, currently 4.25 to 1, and 3.5 to 1 for certain agreements.

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.

The Company was in compliance with the financial covenants contained in the agreements related to all of its borrowings as of December 31, 2014.

As of December 31, 2014 the scheduled maturities of short-term debt, long-term debt and long-term lease obligations, including their current portion are as follows:

2015	2,522
2016	2,599
2017	2,829
2018	2,238
2019	2,474
Subsequent years	7,135
Total	19,797

The Company monitors its net debt in order to manage its capital. 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, 2014
	Total USD	EUR	USD	BRL	Other
Short-term debt including the current portion of long-term debt	2,522	91	2,178	144	109
Long-term debt	17,275	5,124	11,883	222	46
Cash including restricted cash	(4,016)	(1,835)	(1,447)	(136)	(598)
Net debt	15,781	3,380	12,614	230	(443)

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, 2013		December 31, 2014
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Instruments payable bearing interest at fixed rates	20,751	22,875	17,288	18,837
Instruments payable bearing interest at variable rates	1,015	989	1,261	1,237

F-68

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

The following tables summarize the Company’s bases used to measure its debt at fair value. Fair value measurement has been classified into three levels based upon a fair value hierarchy that reflects the significance of the inputs used in making the measurements.

As of December 31, 2013
	Carrying amount	Fair Value
		Level 1	Level 2	Level 3	Total
Instruments payable bearing interest at fixed rates	20,751	21,604	1,271	-	22,875
Instruments payable bearing interest at variable rates	1,015	-	989	-	989
Total long-term debt, including current portion at fair value	21,766	21,604	2,260	-	23,864
As of December 31, 2014
	Carrying amount	Fair Value
		Level 1	Level 2	Level 3	Total
Instruments payable bearing interest at fixed rates	17,288	17,726	1,111	-	18,837
Instruments payable bearing interest at variable rates	1,261	-	1,237	-	1,237
Total long-term debt, including current portion at fair value	18,549	17,726	2,348	-	20,074

Instruments payable classified as Level 1 refer to the Company’s listed bonds quoted in active markets. The total fair value is the official closing price as defined by the exchange on which the instrument is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

Instruments payable classified as Level 2 refer to all debt instruments not classified as Level 1. Fixed rate debt is based on estimated future cash flows which are discounted using current zero coupon rates for the relevant maturities and currencies as well as ArcelorMittal’s credit spread quotations for the relevant maturities.

There were no instruments payable classified as Level 3.

NOTE 18: FINANCIAL INSTRUMENTS

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 investing 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. The following table summarizes assets and liabilities based on their categories at December 31, 2013.

	Carrying amount in the consolidated statements of financial position	Non-financial assets and liabilities	Loan and receivables	Liabilities at amortized cost	Fair value recognized in profit or loss	Available-for-sale assets	Derivatives
ASSETS
Current assets:
Cash and cash equivalents	6,072	-	6,072	-	-	-	-
Restricted cash	160	-	160	-	-	-	-
Trade accounts receivable and other	4,886	-	4,886	-	-	-	-
Inventories	19,240	19,240	-	-	-	-	-
Prepaid expenses and other current assets	3,375	2,038	1,273	-	-	-	64
Assets held for sale	292	292	-	-	-	-	-
Total current assets	34,025	21,570	12,391	-	-	-	64
Non-current assets:
Goodwill and intangible assets	8,734	8,734	-	-	-	-	-
Biological assets	132	-	-	-	132	-	-
Property, plant and equipment	51,232	51,232	-	-	-	-	-
Investments in associates and joint ventures	7,195	7,195	-	-	-	-	-
Other investments	738	-	-	-	-	738	-
Deferred tax assets	8,938	8,938	-	-	-	-	-
Other assets	1,314	500	807	-	-	-	7
Total non-current assets	78,283	76,599	807	-	132	738	7
Total assets	112,308	98,169	13,198	-	132	738	71
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	4,092	-	-	4,092	-	-	-
Trade accounts payable and other	12,604	-	-	12,604	-	-	-
Short-term provisions	1,206	1,206	-	-	-	-	-
Accrued expenses and other liabilities	7,071	1,113	-	5,752	-	-	206
Income tax liabilities	179	179	-	-	-	-	-
Liabilities held for sale	83	83	-	-	-	-	-
Total current liabilities	25,235	2,581	-	22,448	-	-	206
Non-current liabilities:
Long-term debt, net of current portion	18,219	-	-	18,219	-	-	-
Deferred tax liabilities	3,115	3,115	-	-	-	-	-
Deferred employee benefits	9,494	9,494	-	-	-	-	-
Long-term provisions	1,883	1,883	-	-	-	-	-
Other long-term obligations	1,189	450	-	738	-	-	1
Total non-current liabilities	33,900	14,942	-	18,957	-	-	1
Equity:
Equity attributable to the equity holders of the parent	49,793	49,793	-	-	-	-	-
Non-controlling interests	3,380	3,380	-	-	-	-	-
Total equity	53,173	53,173	-	-	-	-	-
Total liabilities and equity	112,308	70,696	-	41,405	-	-	207
The following table summarizes assets and liabilities based on their categories at December 31, 2014.
	Carrying amount in the consolidated statements of financial position	Non-financial assets and liabilities	Loan and receivables	Liabilities at amortized cost	Fair value recognized in profit or loss	Available-for-sale assets	Derivatives
ASSETS
Current assets:
Cash and cash equivalents	3,893	-	3,893	-	-	-	-
Restricted cash	123	-	123	-	-	-	-
Trade accounts receivable and other	3,696	-	3,696	-	-	-	-
Inventories	17,304	17,304	-	-	-	-	-
Prepaid expenses and other current assets	2,627	1,560	875	-	-	-	192
Assets held for sale	414	414	-	-	-	-	-
Total current assets	28,057	19,278	8,587	-	-	-	192
Non-current assets:
Goodwill and intangible assets	8,104	8,104	-	-	-	-	-
Biological assets	128	-	-	-	128	-	-
Property, plant and equipment	46,465	46,465	-	-	-	-	-
Investments in associates and joint ventures	5,833	5,833	-	-	-	-	-
Other investments	1,202	-	-	-	-	1,202	-
Deferred tax assets	7,962	7,962	-	-	-	-	-
Other assets	1,428	424	888	-	-	-	116
Total non-current assets	71,122	68,788	888	-	128	1,202	116
Total assets	99,179	88,066	9,475	-	128	1,202	308
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	2,522	-	-	2,522	-	-	-
Trade accounts payable and other	11,450	-	-	11,450	-	-	-
Short-term provisions	1,024	944	-	80	-	-	-
Accrued expenses and other liabilities	5,740	1,056	-	4,550	-	-	134
Income tax liabilities	230	230	-	-	-	-	-
Liabilities held for sale	157	157	-	-	-	-	-
Total current liabilities	21,123	2,387	-	18,602	-	-	134
Non-current liabilities:
Long-term debt, net of current portion	17,275	-	-	17,275	-	-	-
Deferred tax liabilities	3,004	3,004	-	-	-	-	-
Deferred employee benefits	10,074	10,074	-	-	-	-	-
Long-term provisions	1,587	1,567	-	20	-	-	-
Other long-term obligations	956	281	-	566	-	-	109
Total non-current liabilities	32,896	14,926	-	17,861	-	-	109
Equity:
Equity attributable to the equity holders of the parent	42,086	42,086	-	-	-	-	-
Non-controlling interests	3,074	3,074	-	-	-	-	-
Total equity	45,160	45,160	-	-	-	-	-
Total liabilities and equity	99,179	62,473	-	36,463	-	-	243

F-69

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

The following tables summarize the bases used to measure certain assets and liabilities at their fair value.

As of December 31, 2013
	Level 1	Level 2	Level 3	Total
Assets at fair value:
Available-for-sale financial assets	522	-	-	522
Derivative financial current assets	-	64	-	64
Derivative financial non-current assets	-	7	-	7
Total assets at fair value	522	71	-	593
Liabilities at fair value:
Derivative financial current liabilities	-	206	-	206
Derivative financial  non-current liabilities	-	1	-	1
Total liabilities at fair value	-	207	-	207
As of December 31, 2014
	Level 1	Level 2	Level 3	Total
Assets at fair value:
Available-for-sale financial assets	1,022	-	-	1,022
Derivative financial current assets	-	192	-	192
Derivative financial non-current assets	-	4	112	116
Total assets at fair value	1,022	196	112	1,330
Liabilities at fair value:
Derivative financial current liabilities	-	134	-	134
Derivative financial  non-current liabilities	-	109	-	109
Total liabilities at fair value	-	243	-	243

Available-for-sale financial assets classified as Level 1 refer to listed securities quoted in active markets. A quoted market price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available, with limited exceptions. 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. The increase in available-for-sale financial assets is related to the reclassification of the investment inHunan Valin as available-for-sale following the exercise onFebruary 8, 2014 of the third put option granted by the Valin Group (see notes 13 and 14) and increase in the fair value of the Available-for-sale investments (note 14).

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

F-71

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 current assets classified as Level 3 refer to the call option on the 1,000 mandatory convertible bonds (see note 19). As a result of the repayment at maturity of the €1.25 billion Convertible Bonds on April 1, 2014 (see note 17), the conversion option in the €1.25 billion Convertible Bonds and the euro-denominated call options on treasury shares are extinguished. The fair valuation of Level 3 derivative instruments is established at each reporting date in relation to which an analysis is performed in respect of changes in the fair value measurement since the last period. ArcelorMittal’s valuation policies for Level 3 derivatives are an integral part of its internal control procedures and have been reviewed and approved according to the Company’s principles for establishing such procedures. In particular, such procedures address the accuracy and reliability of input data, the accuracy of the valuation model and the knowledge of the staff performing the valuations.

ArcelorMittal establishes the fair valuation of the call option on the 1,000 mandatory convertible bonds through the use of binomial valuation models. Binomial valuation models use an iterative procedure to price options, allowing for the specification of nodes, or points in time, during the time span between the valuation date and the option’s expiration date. In contrast to the Black-Scholes model, which provides a numerical result based on inputs, the binomial model allows for the calculation of the asset and the option for multiple periods along with the range of possible results for each period.

Observable input data used in the valuations include zero coupon yield curves, stock market prices, European Central Bank foreign exchange fixing rates and Libor interest rates. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. Specifically the Company computes unobservable volatility data based mainly on the movement of stock market prices observable in the active market over 90 working days.

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 the Company’s own shares, the call option on the 1,000 mandatory convertible bonds for the years ended December 31, 2013 and 2014, respectively:

	€1.25 billion conversion option	Euro-denominated call option on Treasury shares	Call option on 1,000 mandatory convertible bonds 1	Total
Balance as of December 31, 2012	(25)	25	12	12
Change in fair value	25	(25)	(12)	(12)
Balance as of December 31, 2013	-	-	-	-
Change in fair value	-	-	112	112
Balance as of December 31, 2014	-	-	112	112
1     Please refer to note 19 for details on the mandatory convertible bonds

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 S.A.) and are 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. On April 20, 2011, the conversion date of the mandatory convertible bonds was extended to January 31, 2013. On September 27, 2011, the Company increased the mandatory convertible bonds and the call option on the mandatory convertible bonds from 750 to 1,000. On December 18, 2012, the conversion date of the mandatory convertible bonds was extended to January 31, 2014, and on January 17, 2014, it was further extended to January 29, 2016. The fair value of these call options was 112 as of December 31, 2014 and the change in fair value recorded in the statements of operations as financing costs was 112. 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 $161 and volatility of 8.46%.

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 including transaction costs. The 61.7 million of call options acquired allowed 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

F-72

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

financing costs as they could be settled either through physical delivery of the treasury shares or through cash. These call options were classified into Level 3. Following the repayment of the €1.25 billion Convertible Bonds on April 1, 2014, the call options and the euro-denominated conversion option on treasury shares expired.

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 of 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 International Swaps and Derivatives Association agreements which allow netting only in case of counter-party default). Accordingly, derivative assets and derivative liabilities are not offset.

The portfolio associated with derivative financial instruments classified as Level 2 as of December 31, 2013 is as follows:

	Assets			Liabilities
	Notional Amount	Fair Value	Average Rate*	Notional Amount	Fair Value	Average Rate*
Interest rate swaps - fixed rate borrowings/loans	188	3	4.55%	339	(11)	1.17%
Other interest rate instruments	-	-		20	-
Total interest rate instruments		3			(11)
Foreign exchange rate instruments
Forward purchase of contracts	49	2		5,323	(85)
Forward sale of contracts	396	13		83	(2)
Currency swaps purchases	641	5		641	(72)
Exchange option purchases	184	12		-	-
Exchange options sales	-	-		167	(11)
Total foreign exchange rate instruments		32			(170)
Raw materials (base metal), freight, energy, emission rights
Term contracts sales	44	4		153	(16)
Term contracts purchases	458	32		196	(10)
Total raw materials (base metal), freight, energy, emission rights		36			(26)
Total		71			(207)

*   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 classified as Level 2 as of December 31, 2014 is as follows:

	Assets			Liabilities
	Notional Amount	Fair Value	Average Rate*	Notional Amount	Fair Value	Average Rate*
Interest rate swaps - fixed rate borrowings/loans	50	-	0.74%	1,118	(54)	2.13%
Total interest rate instruments		-			(54)
Foreign exchange rate instruments
Forward purchase of contracts	2,137	132		217	(3)
Forward sale of contracts	475	5		287	(5)
Currency swaps purchases	479	2		479	(95)
Currency swaps sales	125	-		250	(3)
Exchange option purchases	136	1		712	(8)
Exchange options sales	218	1		715	(7)
Total foreign exchange rate instruments		140			(121)
Raw materials (base metal), freight, energy, emission rights
Term contracts sales	146	20		82	(13)
Term contracts purchases	501	35		468	(55)
Options sales/purchases	7	-		7	-
Total raw materials (base metal), freight, energy, emission rights		55			(68)
Total		195			(243)

F-73

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

*   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.

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-parties 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.

Foreign exchange rate risk

The Company is exposed to changes in values arising from foreign exchange rate fluctuations generated by its operating activities. Because 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 and depreciation 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, South African rand,Kazakh tenge, Venezuelan bolivar and Ukrainian hryvnia, 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, unless the Company is able to pass along the higher cost in the form of higher selling prices.

Following its Treasury and Financial Risk Management Policy, the Company hedges a portion of its net exposure to foreign exchange rates through foreign currency 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 17) and other items denominated in currencies other than the U.S. dollar, 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 the level of 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/floating ratios, maturity profile and currency mix.

F-74

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

	December 31, 2013
	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	(2,473)	(2,607)	(2,607)	-	-	-
Other bonds	(17,485)	(27,041)	(2,018)	(3,351)	(9,309)	(12,363)
Loans over 100	(965)	(1,488)	(145)	(154)	(757)	(432)
Trade and other payables	(12,604)	(12,619)	(12,619)	-	-	-
Other non-derivative financial liabilities	(1,388)	(1,512)	(776)	(192)	(324)	(220)
Total	(34,915)	(45,267)	(18,165)	(3,697)	(10,390)	(13,015)
Derivative financial liabilities
Interest rate instruments	(11)	(11)	(10)	-	(1)	-
Foreign exchange contracts	(170)	(170)	(170)	-	-	-
Other commodities contracts	(26)	(26)	(26)	-	-	-
Total	(207)	(207)	(206)	-	(1)	-
	December 31, 2014
	Carrying amount	Contractual Cash Flow	Less than 1 Year	1-2 Years	2-5 Years	More than 5 Years
Non-derivative financial liabilities
Other bonds	(16,639)	(25,143)	(2,080)	(2,735)	(9,199)	(11,129)
Loans over 100	(2,071)	(2,505)	(1,132)	(724)	(320)	(329)
Trade and other payables	(11,450)	(11,463)	(11,463)	-	-	-
Other non-derivative financial liabilities	(1,087)	(1,256)	(518)	(278)	(309)	(151)
Total	(31,247)	(40,367)	(15,193)	(3,737)	(9,828)	(11,609)
Derivative financial liabilities
Interest rate instruments	(54)	(54)	-	(1)	(53)	-
Foreign exchange contracts	(121)	(121)	(66)	(46)	(6)	(3)
Other commodities contracts	(68)	(68)	(68)	-	-	-
Total	(243)	(243)	(134)	(47)	(59)	(3)

F-75

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Cash flow hedges

The following tables present the periods in which cash flows hedges are expected to mature:

	December 31, 2013
	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	(65)	(44)	(19)	(2)	-	-
Commodities	3	-	1	1	1	-
Emission rights	1	-	-	1	-	-
Total	(61)	(44)	(18)	-	1	-
	December 31, 2014
	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	105	82	18	5	-	-
Commodities	(4)	(10)	3	2	1	-
Emission rights	22	-	-	22	-	-
Total	123	72	21	29	1	-

Associated gains 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, 2013
	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	(34)	(7)	(17)	(10)	-	-
Emission rights	14	-	-	-	-	14
Total	(20)	(7)	(17)	(10)	-	14
	December 31, 2014
	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	52	25	15	12	-	-
Commodity contracts	(5)	(5)	(7)	6	1	-
Emission rights	61	-	-	-	-	61
Total	108	20	8	18	1	61

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 has been 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 2012, €439 million (566) was recycled to cost of sales related to the sale of inventory in 2012. Including the effects of foreign currency fluctuations, the deferred gain was €68 million (90), excluding deferred tax expense of €26 million (35), as of December 31, 2012, which was fully recycled to the consolidated statements of operations during the year ended December 31, 2013.

F-76

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 during the year ended December 31, 2011. As of December 31, 2011 the effective portion deferred in equity was €48 million, including deferred tax expense of €13 million. The effective portion represents a deferred gain that has been recycled to the consolidated statements of operations when the converted raw materials will be sold. The deferred gain has been recycled to the statements of operations between 2012 and 2014. During 2013, €26 million (35) was recycled to cost of sales related to the sale of inventory in 2013. Including the effects of foreign currency fluctuations, the deferred gain was €7 million (9), excluding deferred tax expense of €2 million (3), as of December 31, 2013, which was fully recycled to the consolidated statements of operations during the year ended December 31, 2014.

Net investment hedge

In December, 2014, the Company entered into a EUR/USD cross currency swap to hedge euro denominated net investment in foreign operations amounting to €303 million, which is designated as a net investment hedge. The EUR/USD cross currency swap has a notional of 375 and a fair value loss of 3 has been recorded in the consolidated statements of other comprehensive income at December 31, 2014. The fair value of the net investment hedge is included in other long term obligations in the consolidated statements of financial position. At December 31, 2014 the hedge was 100% effective. The cross currency swap is classified into Level 2.

The Company is committed to a bilateral cash collateral arrangement for a maximum of €150 million.

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, copper and iron ore), 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,
	2013	2014
Base metals	5	(30)
Freight	4	6
Energy (oil, gas, electricity)	-	(11)
Emission rights	1	22
Total	10	(13)
Derivative assets associated with raw material, energy, freight and emission rights	36	55
Derivative liabilities associated with raw material, energy, freight and emission rights	(26)	(68)
Total	10	(13)

ArcelorMittal, consumes large amounts of raw materials (the prices of which are related to the London Metals Exchange price index, the Steel Index and Platts 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 contracts. 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)

F-77

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

in order to implement its management policy for associated risks. As of December 31, 2013 and 2014, the Company had a net notional position of 178 with a net fair value of 1 and a net notional position of 201 with a net fair value of  22, 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 7.

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, mainly euro, 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 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, 2014
	Income	Other Equity
10% strengthening in U.S. dollar	(24)	213
10% weakening in U.S. dollar	30	(213)

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, 2014
	Floating porting of net debt1	Interest Rate Swaps/Forward Rate Agreements
100 bp increase	25	(21)
100 bp decrease	(25)	22

¹              Please refer to note 17 for a description of total net debt (including fixed 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, 2014
	Income	Other Equity Cash Flow Hedging Reserves
+10% in prices
Base Metals	24	37
Freights	(1)	-
Emission rights	-	22
Energy	-	4
-10% in prices
Base Metals	(24)	(37)
Freights	1	-
Emission rights	-	(22)
Energy	-	(4)

F-78

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

NOTE 19: EQUITY

Authorized shares

At the Extraordinary General Meeting held on May 8, 2012, the shareholders approved an increase of the authorized share capital of ArcelorMittal by €643 million represented by 156 million shares, or approximately 10% of ArcelorMittal’s outstanding capital. Following this approval, which is valid for five years, the total authorized share capital was €7.7 billion represented by 1,773 million shares without nominal value.

At the Extraordinary General Meeting held on May 8, 2013, the shareholders approved an increase of the authorized share capital of ArcelorMittal by €524 million represented by 223 million shares, or approximately 8% of ArcelorMittal’s outstanding capital. Following this approval, which is valid for five years, the total authorized share capital was €8.2 billion represented by 1,996 million shares without nominal value.

Share capital

Following the completion of an offering of ordinary shares on January 14, 2013, ArcelorMittal increased share capital by €455 (608) from €6,428 (9,403) to €6,883 (10,011) through the issuance of 104,477,612 new shares fully paid up. The aggregate number of shares issued and fully paid up increased to 1,665,392,222.

Treasury shares

ArcelorMittal held, indirectly and directly, approximately 11.8 million and 11 million treasury shares as of December 31, 2013 and 2014, respectively.

Option premium on treasury shares

Following the repayment of the 800 Convertible Senior Notes on  May 15, 2014, the Company reclassified from reserves to retained earnings premiums paid for an amount of 435 (309 net of tax) with respect to expired USD denominated call options on treasury shares acquired on December 18, 2010 in order to hedge its obligations arising from the potential conversion of the 800 Convertible Senior Notes into ArcelorMittal shares.

Subordinated perpetual capital securities

On September 28, 2012, the Company issued subordinated perpetual capital securities for a nominal amount of 650 and a coupon of 8.75%, which reset periodically over the life of the securities, with the first reset after five years and subsequently every five years thereafter. A step up in interest of 0.25% would have occurred on the second reset date and a subsequent step up of 0.75% (cumulative with the initial 0.25%) fifteen years later. The Company was entitled to call the securities in five years, ten years and on subsequent coupon payment dates. As the Company had no obligation to redeem the securities and the coupon payment may have been deferred by the Company under certain circumstances, it classified the net proceeds from the issuance of subordinated perpetual capital securities (642 net of transaction costs) as equity. Coupon payments to holders of subordinated perpetual capital securities in 2013 and 2014 were 57 and 22, respectively.

On February 20, 2014, ArcelorMittal redeemed all of its outstanding 650 subordinated perpetual capital securities following the occurrence of a “Ratings Agency Event”, as defined in the terms of the securities.  The notes were redeemed for 657, at a redemption price of 101% of the principal amount, plus accrued coupon of 22.

Mandatorily convertible notes

On January 16, 2013, ArcelorMittal issued mandatorily convertible subordinated notes (“MCNs”) with net proceeds of 2,222. The notes have a maturity of 3 years, were issued at 100% of the principal amount and are mandatorily converted into ordinary shares of ArcelorMittal at maturity unless converted earlier at the option of the holders or ArcelorMittal or upon specified events in accordance with the terms of the MCNs. The MCNs pay a coupon of 6.00% per annum, payable quarterly in arrears. The minimum conversion price of the MCNs was set at $16.75, corresponding to the placement price of shares in the concurrent ordinary shares offering as described above, and the maximum conversion price was set at approximately 125% of the

F-79

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

minimum conversion price (corresponding to $20.94). The minimum and maximum conversion prices are subject to adjustment upon the occurrence of certain events, and were, as of December 31, 2014, $16.28 and $20.36, respectively. The Company determined the notes met the definition of a compound financial instrument and as such determined the fair value of the financial liability component of the bond was 384 on the date of issuance and recognized it as long-term obligation. The value of the equity component of 1,838 was determined based upon the difference of the cash proceeds received from the issuance of the bond and the fair value of the financial liability component on the date of issuance and is included in equity.

Mandatory convertible bonds

On December 28, 2009, the Company issued through a wholly-owned subsidiary 750 unsecured and unsubordinated 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 Company has the option to call the mandatory convertible bonds until ten business days before the maturity date. 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 the values of shares of Erdemir and China Oriental Group Company Ltd (“China Oriental”).

On September 27, 2011, the Company increased the mandatory convertible bonds from 750 to 1,000.

The conversion date of the mandatory convertible bonds was also extended several times. On January 17, 2014, the conversion date was extended to January 29, 2016. The other main features of the mandatory convertible bonds remained unchanged at each extension. As for the previous extensions, 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 902 (net of tax and fees) and debt for 91. The difference between the carrying amount of the previous instrument and the fair value of the new instrument amounted to 49 and was recognized as financing costs in the consolidated statements of operations.

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, 2012, 2013 and 2014:

	Year Ended December 31,
	2012	2013	2014
Net income (loss) attributable to equity holders of the parent	(3,352)	(2,545)	(1,086)
Interest assumed on the coupon and the premium for early redemption for subordinated perpetual capital securities	(15)	(57)	(14)
Net income (loss) considered  for the purposes of basic and diluted earnings per share	(3,367)	(2,602)	(1,100)
Weighted average common shares outstanding (in millions) for the purposes of basic and diluted earnings per share*	1,549	1,780	1,791
*adjusted for anti-dilutive instruments for the year ended December 31, 2012 and December 31, 2013.

For the purpose of calculating earnings per common share, diluted weighted average common shares outstanding excludes 23 million, 22 million and 20 million potential common shares from stock options outstanding for the years ended December 31, 2012, 2013 and 2014, respectively, because such stock options are anti-dilutive.

Dividends

Calculations to determine the amounts available for dividends are based on ArcelorMittal’s financial statements (“ArcelorMittal SA”) which are prepared in accordance with IFRS, as endorsed by the EU. ArcelorMittal SA has no significant manufacturing operations of its own. Accordingly, it can only pay dividends or distributions to the extent it is entitled to receive

F-80

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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.

On May 8, 2012, the Board of Directors recommended to maintain the Company’s dividend at $0.75 per share for the full year of 2012 ($0.1875 per quarter). The quarterly dividend was paid on March 13, 2012 (interim dividend), June 14, 2012, September 10, 2012 and December 10, 2012.

On May 8, 2013 at the Annual General Shareholders’ meeting, the shareholders approved the Board of Directors’ recommendation to reduce the Company’s dividend to $0.20 per share for the full year of 2013. The dividend for the full year of 2013 was paid on July 15, 2013.

On May 8, 2014 at the Annual General Shareholders’ meeting, the shareholders approved the Board of Directors’ recommendation to maintain the Company’s dividend to $0.20 per share for the full year of 2014. The dividend for the full year of 2014 was paid on July 15, 2014.

On February 12, 2015, ArcelorMittal’s Board of Directors announced a gross dividend payment of $0.20 per share, subject to shareholders’ approval at the next annual shareholders’ meeting to be held on May 5, 2015. Subject to such approval, the dividend is expected to be paid on June 15, 2015.

Stock Option Plans

Prior to the May 2011 annual general shareholders’ meeting adoption of the ArcelorMittal Equity Incentive Plan described below, ArcelorMittal’s equity-based incentive plan took the form of a stock option plan known as 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 shares to senior management of ArcelorMittal and its associates for up to 100,000,000 shares of common shares. The exercise price of each option equals not less than the fair market value of ArcelorMittal shares 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.

Dates of grant and exercise prices are as follows:

Date of grant	Exercise prices (per option)
August 2008	78.44
December 2007	70.81
August 2007	61.09
August 2009	36.38
September 2006	32.07
August 2010	30.66
August 2005	27.31
December 2008	22.56
November 2008	21.14

No options were granted during the years ended December 31, 2012, 2013 and 2014.

F-81

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 using the Black-Scholes-Merton option pricing model (based on year of grant).

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 25, 5 and nil for each of the years ended December 31, 2012, 2013, and 2014, respectively.

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, 2012, 2013, and 2014:

	Number of Options	Range of Exercise Prices (per option)	Weighted Average Exercise Price (per option)
Outstanding, December 31, 2011	27,670,222	2.15 – 78.44	48.35
Exercised	(154,495)	2.15	2.15
Forfeited	(195,473)	30.66 – 61.09	33.13
Expired	(2,369,935)	2.15 – 78.44	58.23
Outstanding, December 31, 2012	24,950,319	21.14 – 78.44	47.85
Forfeited	(139,993)	30.66 – 78.44	40.54
Expired	(3,246,700)	21.14 – 78.44	45.80
Outstanding, December 31, 2013	21,563,626	21.14 – 78.44	48.31
Expired	(1,486,360)	27.31– 78.44	48.96
Outstanding, December 31, 2014	20,077,266	21.14 – 78.44	48.26
Exercisable, December 31, 2012	23,212,008	21.14 – 78.44	49.14
Exercisable, December 31, 2013	21,563,626	21.14 – 78.44	48.31
Exercisable, December 31, 2014	20,077,266	21.14 – 78.44	48.26

The following table summarizes information about total stock options of the Company outstanding as of December 31, 2014:

Options Outstanding
Exercise Prices (per option)	Number of  options	Weighted average contractual life (in years)	Options exercisable (number of options)	Maturity
$78.44	4,682,450	3.60	4,682,450	August 5, 2018
70.81	13,000	2.95	13,000	December 11, 2017
61.09	3,427,335	2.59	3,427,335	August 2, 2017
36.38	4,533,900	4.60	4,533,900	August 4, 2019
32.07	1,702,023	1.67	1,702,023	September 1, 2016
30.66	4,682,650	5.60	4,682,650	August 3, 2020
27.31	1,033,323	0.65	1,033,323	August 23, 2015
21.14	2,585	3.87	2,585	November 10, 2018
$21.14 – 78.44	20,077,266	3.81	20,077,266

Long-Term Incentives: Equity-Based Incentives (Share Unit Plans)

On May 10, 2011, the annual general meeting of shareholders approved the ArcelorMittal Equity Incentive Plan, a new equity-based incentive plan that replaced the Global Stock Option Plan. The ArcelorMittal Equity Incentive Plan is intended to align the interests of the Company’s shareholders and eligible employees by allowing them to participate in the success of the

F-82

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Company. The ArcelorMittal Equity Incentive Plan provides for the grant of Restricted Share Units (each, an “RSU”) and Performance Share Units (each, a “PSU”) to eligible Company employees and is designed to incentivize employees, improve the Company’s long-term performance and retain key employees. On May 8, 2013, the annual general meeting of shareholders approved the GMB PSU Plan, which provides for the grant of PSUs to GMB members. Until the introduction of the GMB PSU Plan in 2013, GMB members were eligible to receive RSUs and PSUs under the ArcelorMittal Equity Incentive Plan.

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. The annual shareholders’ meeting on May 8, 2014 approved the maximum to be granted until the next annual shareholders’ meeting. For the period from the May 2014 annual general shareholders’ meeting to the May 2015 annual general shareholders’ meeting, a maximum of 5,000,000 RSUs and PSUs may be allocated to eligible employees under the ArcelorMittal Equity Incentive Plan and the GMB PSU Plan combined.

 ArcelorMittal Equity Incentive Plan

RSUs granted under the ArcelorMittal Equity Incentive Plan are designed to provide a retention incentive to eligible employees. RSUs are 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 eligible employee within the Group. Between 500 and 700 of the Group’s most senior managers are eligible for RSUs.

The grant of PSUs under the ArcelorMittal Equity Incentive Plan aims to serve as an effective performance-enhancing scheme based on the employee’s contribution to the eligible achievement of the Company’s strategy. Awards in connection with PSUs are subject to the fulfillment of cumulative performance criteria over a three-year period from the date of the PSU grant. The employees eligible to receive PSUs are a sub-set of the group of employees eligible to receive RSUs. The target group for PSU grants initially included the Chief Executive Officer and the other GMB members. However, from 2013 onwards, the Chief Executive Officer and other GMB members receive PSU grants under the GMB PSU Plan instead of the ArcelorMittal Equity Incentive Plan.

PSUs vest three years after their date of grant subject to the eligible employee’s continued employment with the Company and the fulfillment of targets related to the following performance measures: return on capital employed (ROCE) and a strategic measure which was total cost of employment (in U.S. dollars per tonne) for the steel business (TCOE) and the mining volume plan and ROCE for the Mining segment until 2013 grant. As from 2014, most of the Steel Business Units have kept only ROCE as performance measure and mining continued with ROCE and mining volume plan. Each performance measure has a weighting of 50%. In case the level of achievement of both performance targets together is below 80%, there is no vesting, and the rights are automatically forfeited.

GMB PSU Plan

The GMB PSU Plan is designed to enhance the long-term performance of the Company and align the members of the GMB to the Company’s objectives. The members of the GMB including the Chief Executive Officer are eligible for PSU grants. The GMB PSU Plan provides for cliff vesting on the third year anniversary of the grant date, under the condition that the relevant GMB member continues to be actively employed by the Group on that date. If the GMB member is retired on that date or in case of an early retirement by mutual consent, the relevant GMB member will not automatically forfeit PSUs and pro rata vesting will be considered at the end of the vesting period at the sole discretion of the Company, represented by the Appointment, Remuneration and Corporate Governance Committee of the Board of Directors. Awards under the GMB PSU Plan are subject to the fulfillment of cumulative performance criteria over a three-year period from the date of the PSU grant. The value of the grant at grant date will equal one year of base salary for the Chief Executive Officer and 80% of base salary for the other GMB members. Each PSU may give right to up to two shares of the Company. The two performance criteria required to be met for PSUs to vest are total shareholder return and earnings per share.

In March 2012, a total of 267,165 PSUs were granted to a total of 118 employees.

In March 2013, a total of 1,071,190 RSUs and 182,970 PSUs were granted to a total of 681 employees and 94 employees, respectively.

In June 2013, a total of 631,077 PSUs under the GMB PSU Plan were granted to a total of 7 members of the GMB.

In September 2013, a total of 1,065,415 RSUs and 504,075 PSUs were granted to a total of 682 employees and 384 employees, respectively.

F-83

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

In June 2014, a total of 843,376 PSUs under the GMB PSU Plan were granted to a total of 6 members of the GMB.

In December 2014, a total of 1,173,910 RSUs and 979,870 PSUs were granted to a total of 620 employees and 353 employees, respectively.

These equity incentive plans are accounted for as equity-settled share-based transactions. The fair value for the RSUs and PSUs allocated to the beneficiaries is recorded as an expense in the consolidated statements of operations over the relevant vesting or service periods. The compensation expense recognized for RSUs and PSUs were immaterial for the years ended December 31, 2012, 2013 and 2014.

Share unit plan activity is summarized below as of and for each year ended December 31, 2013 and 2014:

	Restricted share unit (RSU)		Performance share unit (PSU)
	Number of shares	Fair value per share	Number of shares	Fair value per share
Outstanding, December 31, 2011	1,303,515	$14.45	–	–
Granted	–	–	267,165	$16.87
Exited	(787)	14.45	–	–
Forfeited	(59,975)	14.45	(4,500)	16.87
Outstanding, December 31, 2012	1,242,753	14.45	262,665	16.87
Granted	2,136,605	12.77	1,318,122	14.70
Exited	(14,788)	14.35	–	–
Forfeited	(120,904)	13.92	(53,640)	15.85
Outstanding, December 31, 2013	3,243,666	13.36	1,527,147	15.03
Granted	1,173,910	10.28	1,823,246	13.32
Exited	(777,252)	14.43	–	–
Forfeited	(230,718)	13.27	(90,215)	14.27
Outstanding, December 31, 2014	3,409,606	12.06	3,260,178	14.10

The following table summarizes information about total share unit plan of the Company outstanding as of December 31, 2014:

Share units outstanding
Fair value per share	Number of shares	Shares exited	Maturity
$16.87	190,275	-	March 30, 2015
16.85	843,376	-	June 27, 2017
16.60	631,077	-	June 28, 2016
14.45	294,416	785,377	September 29, 2014
13.17	463,750	-	September 27, 2016
13.17	993,650	2,256	September 27, 2016
12.37	947,630	5,194	March 29, 2016
12.37	151,830	-	March 29, 2016
10.28	979,870		December 17, 2017
10.28	1,173,910		December 17, 2017
$16.87 – 10.28	6,669,784	792,827

NOTE 20: FINANCING COSTS

F-84

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Financing costs recognized in the years ended December 31, 2012, 2013 and 2014 are as follows:

	2012	2013	2014
Recognized in the statements of operations
Interest expense	(2,031)	(1,890)	(1,565)
Interest income	157	113	96
Fair value adjustment on conversion options on the euro convertible bond, call options on ArcelorMittal shares and mandatory convertible bonds	(99)	(12)	112
Net gain (loss) on other derivative instruments	4	11	7
Accretion of defined benefit obligations and other long term liabilities	(694)	(574)	(593)
Net foreign exchange result	(105)	(248)	(620)
Other *	(147)	(515)	(819)
Total	(2,915)	(3,115)	(3,382)
Recognized in equity (Company share)
Net change in fair value of available-for-sale financial assets	(937)	68	510
Effective portion of changes in fair value of cash flow hedge	(449)	(110)	104
Foreign currency translation differences for foreign operations	636	(666)	(4,717)
Total	(750)	(708)	(4,103)

*    Other mainly includes expenses related to True Sale of Receivables (“TSR”) programs and bank fees. In 2014, it also includes the settlement in relation to the termination of the Senegal greenfield project and an expense of 161 related to a federal tax amnesty plan in Brazil with respect to the Siderbras case (see note 26).

NOTE 21: INCOME TAX

Income tax expense (benefit)

The components of income tax expense (benefit) for each of the years ended December 31, 2012, 2013 and 2014, respectively, are summarized as follows:

	Year ended December 31,
	2012	2013	2014
Total current tax expense	502	305	544
Total deferred tax expense (benefit)	(2,408)	(90)	(90)
Total income tax expense (benefit)	(1,906)	215	454

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

	Year ended December 31,
	2012	2013	2014
Net income (loss) (including non-controlling interests)	(3,469)	(2,575)	(974)
Income tax expense (benefit)	(1,906)	215	454
Income (loss) before tax :	(5,375)	(2,360)	(520)
Tax expense (benefit) at the statutory rates applicable to profits (losses) in the countries	(2,116)	(591)	(147)
Permanent items	(9,635)	(1,544)	(273)
Rate changes	(79)	25	36
Net change in measurement of deferred tax assets	9,708	2,067	306
Tax effects of foreign currency translation	(23)	(81)	446
Tax credits	(27)	(57)	(63)
Other taxes	168	57	79
Others	98	339	70
Income tax expense (benefit)	(1,906)	215	454

F-85

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 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, which have a structurally lower corporate income tax rate than the statutory tax rate as in effect in Luxembourg (29.22%), as well as in jurisdictions, mainly in Western Europe and the Americas, which have a structurally higher corporate income tax rate.

Permanent items

The permanent items consist of:

	Year ended December 31,
	2012	2013	2014
Notional Interest Deduction	(154)	(10)	(7)
Interest recapture	294	8	-
Non tax deductible goodwill impairment	1,260	-	-
Tax deductible write-down on shares	(11,083)	(1,217)	(338)
Taxable (tax deductible) capital gains/losses	(2)	(371)	-
Taxable capital gains on associates and joint ventures	-	-	67
Other permanent items	50	46	5
Total permanent items	(9,635)	(1,544)	(273)

Notional Interest Deduction (“NID”): Corporate taxpayers in Belgium can benefit from a tax deduction corresponding to an amount of interest calculated based on their (adjusted) equity as determined in conformity with general accepted accounting principles in Belgium, which differ from IFRS. The applicable interest rate used in calculating this tax deduction is 2.630% for 2014. Excess NID build up as from 2012 cannot be carried forward anymore whereas excess NID related to the period before 2012 can be carried forward within certain limits.

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 expense is 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).

Non tax deductible goodwill impairment: In December 2012 ArcelorMittal partially impaired the goodwill in its European businesses for a total amount of 4.3 billion, due to a weaker macro economic and market environment in Europe. This follows the completion of its yearly goodwill impairment test required by IFRS.

Tax deductible write-down on shares: In connection with the group impairment test for goodwill and property, plant and equipment (“PP&E”), the recoverability of carrying amounts of investments in shares is also reviewed annually, resulting in write-downs of the value of shares of consolidated subsidiaries in Luxembourg which are principally tax deductible.

Tax deductible capital losses: The loss on sales of consolidated subsidiaries in Canada and Luxembourg which are principally tax deductible.

Taxable capital gains on associates and joint ventures relate to the disposal of the Company’s 50% interest in Gallatin Steel.

Rate changes

The 2012 tax benefit from rate changes of (79) results from the increase of the substantively enacted corporate income tax rate in Luxembourg.

The 2013 tax expense from rate changes of 25 results from the increase or from the postponement of the reduction of the substantively enacted corporate income tax rate in Mexico and Ukraine respectively.

The 2014 tax expense from rate changes of 36 is mainly due to the increase of future income tax rate in Ukraine, partially offset by a decrease in Spain.

Net change in measurement of deferred tax assets

F-86

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

The 2012 net change in measurement of deferred tax assets of 9,708 primarily consists of tax expense of 8,708 due to the unrecognized part of deferred tax assets on write-downs of the value of shares of consolidated subsidiaries in Luxembourg, tax expense of 1,102 due to unrecognition and derecognition of other deferred tax assets, partially offset by additional recognition of deferred tax assets for losses and other deductible temporary differences of previous years of (102).

The 2013 net change in measurement of deferred tax assets of 2,067 primarily consists of tax expense of 1,031 due to the unrecognized part of deferred tax assets on write-downs of the value of shares of consolidated subsidiaries in Luxembourg, tax expense of 1,150 due to unrecognition and derecognition of other deferred tax assets, partially offset by additional recognition of deferred tax assets for losses and other deductible temporary differences of previous years of (114).

The 2014 net change in measurement of deferred tax assets of 306 primarily consists of tax expense of 338 due to the unrecognized part of deferred tax assets on write-downs of the value of shares of consolidated subsidiaries in Luxembourg, tax expense of 492 due to urecognition and derecognition of other deferred tax assets, partially offset by additional recognition of deferred tax assets for losses and other deductible temporary differences of previous years of (524).

Tax effects of foreign currency translation

The tax effects of foreign currency translation of (23), (81) and 446 at December 31, 2012, 2013 and 2014 respectively, pertain mainly to deferred tax assets and liabilities of certain entities with a different functional currency than the currency applied for tax filing purposes. In 2014 the effects are mainly due to depreciation of the Euro and the Ukrainian hryvnia in relation to the U.S. dollar.

Tax credits

The tax credits of (27), (57) and (63) in 2012, 2013 and 2014 respectively are mainly attributable to the Group’s operating subsidiaries in Brazil, Mexico and  Spain. They relate to credits claimed on research and development, credits on foreign investment and tax sparing credits.

Other taxes

Other taxes mainly include withholding taxes on dividends, services, royalties and interests of 79, (45) and 26, as well as mining duties in Canada, Mexico and Ukraine of 92, 106 and 30, flat tax in Mexico of (17), 5 and 0 and state tax in the United States of 16, (28) and  9 in 2012, 2013 and 2014 respectively.

Others

Others consist of:

	Year ended December 31,
	2012	2013	2014
Tax contingencies/settlements	83	295	83
Prior period taxes	(4)	13	3
Others	19	31	(16)
Total	98	339	70

The 2012 others of 98 primarily consists of a settlement agreement with regard to non tax deductible interest expenses as a result of a tax audit in Spain of 55.

The 2013 others of 339 primarily consists of the settlement of two tax amnesty programs in Brazil of 222 and settlement agreements as a result of tax audits in Germany of 73.

The 2014 others of 70 primarily consist of uncertain tax provisions for 83 which mainly relate to North America.

Income tax recorded directly in equity

Income tax recognized in equity for the years ended December 31, 2012, 2013 and 2014 is as follows:

F-87

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

		2012	2013	2014
Recognized in other comprehensive income on:
Current tax expense (benefit)
	Foreign currency translation adjustments	(3)	-	-
		(3)	-	-
Deferred tax expense (benefit)
	Unrealized gain (loss) on derivative financial instruments	(210)	(48)	64
	Recognized actuarial gain (loss)	(72)	155	(94)
	Foreign currency translation adjustments	79	(66)	(53)
		(203)	41	(83)
		(206)	41	(83)
Recognized in retained earnings:
Deferred tax expense
	Gain on sale of non-controlling interests	-	9	-
Recognized in non-controlling interests on:
Deferred tax expense (benefit)
	Issuance of bonds mandatorily convertible in shares of subsidiaries	(1)	-	-
		(207)	50	(83)

    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 are 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
	2013	2014	2013	2014	2013	2014
Intangible assets	9	16	(1,157)	(1,012)	(1,148)	(996)
Property, plant and equipment	402	441	(7,697)	(7,647)	(7,295)	(7,206)
Inventories	561	459	(534)	(495)	27	(36)
Financial instruments	49	46	(66)	(183)	(17)	(137)
Other assets	634	499	(674)	(438)	(40)	61
Provisions	2,291	2,448	(585)	(156)	1,706	2,292
Other liabilities	711	720	(370)	(649)	341	71
Tax losses carried forward	11,830	10,527	-	-	11,830	10,527
Tax credits and other tax benefits carried forward	546	502	-	-	546	502
Untaxed reserves	-	-	(127)	(120)	(127)	(120)
Deferred tax assets / (liabilities)	17,033	15,658	(11,210)	(10,700)	5,823	4,958
Deferred tax assets					8,938	7,962
Deferred tax liabilities					(3,115)	(3,004)

F-88

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Deferred tax assets recognized by the Company as of December 31, 2013 are analyzed as follows:

	Gross amount	Total deferred tax assets	Recognized deferred tax assets	Unrecognized deferred tax assets
Tax losses carried forward	85,743	25,237	11,830	13,407
Tax credits and other tax benefits carried forward	2,161	1,575	546	1,029
Other temporary differences	18,372	5,679	4,657	1,022
Total		32,491	17,033	15,458

Deferred tax assets recognized by the Company as of December 31, 2014 are analyzed as follows:

	Gross amount	Total deferred tax assets	Recognized deferred tax assets	Unrecognized deferred tax assets
Tax losses carried forward	75,628	22,247	10,527	11,720
Tax credits and other tax benefits carried forward	2,194	1,439	502	937
Other temporary differences	19,650	5,693	4,629	1,064
Total		29,379	15,658	13,721

As of December 31, 2014, 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, Luxembourg, 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 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, expiration dates and limitation on the yearly use of tax losses against taxable income.

The total amount of accumulated tax losses in Luxembourg with respect to the main tax consolidation amounts to approximately 53 billion as of December 31, 2014. Of this amount 28 billion is considered realizable, resulting in the recognition of 8 billion of deferred tax assets at the applicable income tax rate in Luxembourg.  The tax losses carried forward relate primarily to tax deductible write-down charges taken on investments in shares of consolidated subsidiaries recorded by certain of the ArcelorMittal group’s holding companies in Luxembourg. Tax losses can be carried forward indefinitely and specific loss settlement restrictions are not included in the Luxembourg tax legislation. The Company believes that it is probable that sufficient future taxable profits will be generated to support the recognized deferred tax asset for the tax losses carried forward in Luxembourg. As part of its assessment the Company has taken into account (i) its most recent forecast approved by management, (ii) the reorganization effected during 2012 under which the amount of deductible interest charges in Luxembourg on intra group loans has been significantly reduced, (iii) the fact that during 2012 ArcelorMittal in Luxembourg became the main provider of funding to the Group’s consolidated subsidiaries, leading to recognition of significant amounts of taxable interest income and (iv) other significant and reliable sources of income derived from distribution and procurement centers located in Luxembourg for many of ArcelorMittal’s European and worldwide operating subsidiaries

At December 31, 2014, 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 7,962 recognized. The amount of future taxable income required to be generated by ArcelorMittal’s subsidiaries to utilize the deferred tax assets of 7,962 is at least 31,897. 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  evidence such as the character of (historical) losses and tax planning to support the deferred tax assets recognized.

For the period ended December 31, 2013 ArcelorMittal recorded approximately 16 of deferred income tax liabilities on the undistributed earnings of its foreign subsidiaries for income taxes due if these earnings would be distributed. These liabilities have been re-estimated at approximately 11 for the period ended December 31, 2014. For investments in subsidiaries, branches and

F-89

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 1,612.

    Tax losses, tax credits and other tax benefits carried forward

At December 31, 2014, the Company had total estimated tax losses carried forward of 75,628.

Such amount includes net operating losses of 5,914 primarily related to subsidiaries in Canada, Kazakhstan, the Netherlands, Romania and the United States, which expire as follows:

Year expiring	Recognized	Unrecognized	Total
2015	90	20	110
2016	254	17	271
2017	128	30	158
2018	121	11	132
2019	18	33	51
2020 - 2034	1,529	3,663	5,192
Total	2,140	3,774	5,914

The remaining tax losses carried forward for an amount of 69,714 (of which 33,639 are recognized and 36,075 are unrecognized) are indefinite and primarily attributable to the Company’s operations in Brazil, France, Germany, Luxembourg and Spain.

At December 31, 2014, the Company also had total estimated tax credits and other tax benefits carried forward of 2,194.

Such amount includes tax credits and other tax benefits of 843 primarily related to subsidiaries in Belgium and Spain of which 260 recognized and 583 unrecognized, which expire as follows:

Year expiring	Recognized	Unrecognized	Total
2015	17	25	42
2016	-	4	4
2017	-	18	18
2018	-	7	7
2019	-	116	116
2020 - 2034	243	413	656
Total	260	583	843

The remaining tax credits and other tax benefits for an amount of 1,351 (of which 427 are recognized and 924 are unrecognized) are indefinite and primarily attributable to the Company’s operations in Belgium, France and Spain.

Tax losses, tax credits and other tax benefits 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 22: PROVISIONS

The movements of provisions were as follows:

	Balance at December 31, 2012	Additions	Deductions/ Payments and other releases	Effects of foreign exchange and other movements	Balance at December 31, 2013
Environmental (see note 26)	863	149	(93)	(4)	915
Asset retirement obligations (see note 26)	549	45	(5)	(73)	516
Site restoration	93	27	(44)	(1)	75
Staff related obligations	166	67	(48)	(16)	169
Voluntary separation plans	161	72	(149)	54	138
Litigation and other (see note 26)	926	178	(116)	(34)	954
Tax claims	334	101	(27)	(53)	355
Other legal claims	292	77	(89)	19	299
Other unasserted claims	300	-	-	-	300
Commercial agreements and onerous contracts	92	74	(66)	(7)	93
Other	208	114	(129)	36	229
	3,058	726	(650)	(45)	3,089
Short-term provisions	1,194				1,206
Long-term provisions	1,864				1,883
	3,058				3,089
	Balance at December 31, 2013	Additions	Deductions/ Payments and other releases	Effects of foreign exchange and other movements	Balance at December 31, 2014
Environmental (see note 26)	915	90	(107)	(43)	855
Asset retirement obligations (see note 26)	516	41	(8)	(244) 1	305
Site restoration	75	2	(21)	(10)	46
Staff related obligations	169	84	(45)	(18)	190
Voluntary separation plans	138	32	(212)	195  2	153
Litigation and other  (see note 26)	954	146	(283)	(59)	758
Tax claims	355	47	(86)	(45)	271
Other legal claims	299	99	(95)	(14)	289
Other unasserted claims	300	-	(102) 3	-	198
Commercial agreements and onerous contracts	93	96	(47)	(20)	122
Other	229	62	(96)	(13)	182
	3,089	553	(819)	(212)	2,611
Short-term provisions	1,206				1,024
Long-term provisions	1,883				1,587
	3,089				2,611

F-90

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

¹        Effects of foreign exchange and other movements in 2014 are mainly related to depreciation of local currencies for 144 primarily in Russia (42) and Ukraine (79) and disposal of Kuzbass (54).

²        Effects of foreign exchange and other movements in 2014 include mainly a change in estimate of the maturity of termination benefits in ArcelorMittal Belgium.

³        The provision presented as “other unasserted claims” relates to a commercial dispute in respect of which no legal action has commenced. The Company recognized a release of 102 in 2014 following the expiration of the statute of limitations.

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.

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.

Provisions for site restoration are related to costs incurred for dismantling of site facilities, mainly in France and in the United States.

Provisions for staff related obligations concern primarily the United States and Brazil and are related to various employees’ compensation.

F-91

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Provisions for voluntary separation plans concern primarily plans in Spain, France, Belgium and South Africa, which are expected to be settled within one year. In 2014 no new voluntary separation plans were announced.

Provisions for litigation are related to probable losses that will be incurred due to a present legal obligation and are expected to be settled in a period of one to four years. Discussion regarding legal matters is provided in note 26.

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. The increase in 2014 mainly includes onerous tin plate contracts at the Weirton site in the United States for 76.

Other mainly includes provisions for technical warranties and guarantees.

NOTE 23: ACCRUED EXPENSES AND OTHER LIABILITIES

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

	2013	2014
Accrued payroll and employee related expenses	2,012	1,869
Collection under TSR programs	1,638	1,256
Accrued interest and other payables	1,552	979
Payable from acquisition of intangible, tangible & financial assets	1,068	915
Other amounts due to public authorities	542	528
Derivative instruments	207	134
Unearned revenue and accrued payables	52	59
Total	7,071	5,740

NOTE 24: COMMITMENTS

The Company’s commitments consist of the following:

	December 31,
	2013	2014
Purchase commitments	18,930	22,250
Guarantees, pledges and other collateral	3,290	4,356
Non-cancellable operating leases	1,862	1,662
Capital expenditure commitments	1,060	933
Other commitments	3,354	3,118
Total	28,496	32,319

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, scrap and freight contracts. The increase in purchase commitments is mainly related to AM Calvert LLC slab purchases from TK Steel USA of 4,629 (see note 13).

Purchase commitments include commitments given to associates for 641 and 317 as of December 31, 2013 and 2014, respectively. Purchase commitments include commitments given to joint ventures for nil and 731 as of December 31, 2013 and 2014, respectively. Commitments given to joint ventures include 650 related to purchase of the output from Tameh.

Guarantees, pledges and other collateral

Guarantees related to financial debt and credit line given on behalf of third parties were 89 and 101 as of December 31, 2013 and 2014, respectively. Additionally, 32 and 22 were related to guarantees given on behalf of associates. Guarantees of 320 and 1,087 were given on behalf of joint ventures as of December 31, 2013 and 2014, respectively. The increase in guarantees given on behalf of joint ventures includes 573 for the guarantee issued on behalf of Calvert.

F-92

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Pledges and other collateral mainly relate to mortgages entered into by the Company’s operating subsidiaries.  Other sureties, first demand guarantees, letters of credit, pledges and other collateral included 3 and nil of commitments given on behalf of associates as of December 31, 2013 and 2014, respectively.

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, 2013 and 2014 according to maturity periods are as follows:

	2013	2014
Less than 1 year	534	334
1-3 years	536	516
4-5 years	325	378
More than 5 years	467	434
Total	1,862	1,662

Non-cancellable operating leases include time charter arrangements for shipping activities. The service component of 318 included in certain of these agreements is classified as purchase commitments at December 31, 2014. The prior year service component of 373 has been reclassified to conform with the current year presentation.

The operating leases expense was 452, 672 and 686 in 2012, 2013 and 2014, respectively. The non-cancellable operating leases commitments for the year ended December 31, 2014 are related to plant, machinery and equipment (1,302), buildings (204), land (111) and other (45).

Capital expenditure commitments

Capital expenditure commitments mainly relate to greenfield projects (mainly Liberia) and investment commitments given to public authorities as follows:

ArcelorMittal Temirtau committed to expand the production capacity from 4 million tons to 6 million tons (103) and committed, since 2008, to improve the safety and security in the mining area (82).

ArcelorMittal Belgium committed to an investment program (168) as a result of the closure of ArcelorMittal Liège.

ArcelorMittal Atlantique et Lorraine committed to an investment program (116 remains as of December 31, 2014) in connection with the Florange site.

Other commitments given

Other commitments given comprise mainly commitments incurred for undrawn credit lines confirmed to customers and gas supply to electricity suppliers.

Commitments to sell

In addition to the commitments presented above, the Company has firm commitments to sell natural gas and electricity for nil and 435 as of December 31, 2013 and 2014, respectively.

NOTE 25: DEFERRED EMPLOYEE BENEFITS

ArcelorMittal’s operating subsidiaries sponsor 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, life expectancy, future healthcare cost trends and market value of the underlying assets.

F-93

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Statements of Financial Position

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

	December 31,
	2013	2014
Pension plan benefits	3,283	3,748
Other post-employment benefits	5,234	5,659
Early retirement benefits	487	461
Defined benefit liabilities	9,004	9,868
Termination benefits	490	206
Total	9,494	10,074

The early retirement benefits and termination benefits are related mainly to European countries (Belgium, Spain, Luxembourg, Germany and France).

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 18% 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 balance which grows as a result of interest credits and of allocations based on a percentage of pay. 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 defined pension benefits through a multiemployer pension plan that is accounted for as a defined contribution plan, due to the limited information made available to each of the 506 different participating employers. ArcelorMittal USA makes contributions to this multi-employer plan in the amount of $2.65 per contributory hour.

Canada

The primary pension plans are those of ArcelorMittal Dofasco, ArcelorMittal Mines Canada and ArcelorMittal Montreal.

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 pension plan was closed for new hires on December 31, 2011 and replaced by a new defined contribution pension plan with contributions related to age and service.

On March 9, 2012, ArcelorMittal communicated to its hourly and salaried employees who were still benefiting under the defined benefit plan that they would be transitioning to the 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 for union employees. This plan was closed for new non-union hires on December 31, 2009 and replaced by a defined contribution pension plan with contributions related to age and services. During the last months of 2014, ArcelorMittal communicated  to its non-union employees who were still benefiting under the defined benefit plan that they would be transitioning to a defined contribution pension plan. This transition has no impact on the financial statements of the Company for the financial year 2014.

ArcelorMittal Montreal sponsors several defined benefit and defined contribution pension plans for its various groups of employees, with most defined benefit plans closed to new entrants several years ago. The primary defined benefit pension plan sponsored by ArcelorMittal Montreal provides certain unionized employees with a flat dollar pension depending on an employee’s length of service.

F-94

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

ArcelorMittal Montreal entered into a six-year collective labor agreement during the third quarter of 2014 with its Contrecoeur-West union group. The defined benefit plan was closed to new hires. A new defined contribution type arrangement was established for 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.

In the Netherlands, most accrued pension rights were externalized with an insurance company in April 2014. The transaction removed 111 and 113 of defined benefit obligations and plan assets, respectively.

South Africa

There are two 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 employer and employee contributions.

Others

A very limited number of defined benefit pension plans are in place in other countries (mainly in Trinidad & Tobago).

The majority of the funded defined benefit payments described earlier provide benefit payments from trustee-administered funds. ArcelorMittal also sponsors a number of unfunded plans where the Company meets the benefit payment obligation as it falls due. Plan assets held in trusts are legally separated from the Company and are governed by local regulations and practice in each country, as is the nature of the relationship between the Company and the governing bodies and their composition. In general terms, governing bodies are required by law to act in the best interest of the plan members and are responsible for certain tasks related to the plan (e.g. setting the plan's investment policy).

In case of the funded pension plans, the investment positions are managed within an asset-liability matching (ALM) framework that has been developed to achieve long-term investments that are in line with the obligations of the pension plans.

A long-term investment strategy has been set for ArcelorMittal’s major funded pension plans, with its asset allocation comprising of a mixture of equities securities, fixed income securities, real estate and other appropriate assets. This recognizes that different asset classes are likely to produce different long-term returns and some asset classes may be more volatile than others. The long-term investment strategy ensures, in particular, that investments are adequately diversified.

F-95

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

The following tables detail the reconciliation of defined benefit obligation (“DBO”), plan assets and statements of financial position.

	Year Ended December 31, 2013
	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Change in benefit obligation
Benefit obligation at beginning of the period	13,006	3,976	4,032	991	2,817	882	308
Current service cost	165	49	45	11	46	1	13
Interest cost on DBO	565	150	167	84	85	57	22
Past service cost - Plan amendments	1	-	-	-	1	-	-
Plan participants’ contribution	5	-	1	2	-	-	2
Curtailments and settlements	(17)	-	-	-	-	(17)	-
Actuarial (gain) loss	(850)	(324)	(198)	(248)	(88)	(4)	12
Demographic assumptions	37	3	33	12	(11)	-	-
Financial assumptions	(933)	(312)	(251)	(238)	(88)	(20)	(24)
Experience adjustment	46	(15)	20	(22)	11	16	36
Benefits paid	(796)	(255)	(219)	(51)	(158)	(81)	(32)
Foreign currency exchange rate differences and other movements	(459)	-	(268)	(100)	80	(162)	(9)
Benefit obligation at end of the period	11,620	3,596	3,560	689	2,783	676	316
Change in plan assets
Fair value of plan assets at beginning of the period	8,308	2,516	3,210	735	809	914	124
Interest income on plan assets	375	87	132	66	23	60	7
Return on plan assets greater/(less) than discount rate	792	363	285	46	19	76	3
Employer contribution	276	203	46	15	11	-	1
Plan participants’ contribution	5	-	1	2	-	-	2
Settlements	(13)	-	-	-	-	(13)	-
Benefits paid	(654)	(251)	(218)	(51)	(48)	(81)	(5)
Foreign currency exchange rate differences and other movements	(503)	(10)	(212)	(80)	(29)	(170)	(2)
Fair value of plan assets at end of the period	8,586	2,908	3,244	733	785	786	130
Present value of the wholly or partly funded obligation	(9,985)	(3,562)	(3,545)	(689)	(1,389)	(676)	(124)
Fair value of plan assets	8,586	2,908	3,244	733	785	786	130
Net present value of the wholly or partly funded obligation	(1,399)	(654)	(301)	44	(604)	110	6
Present value of the unfunded obligation	(1,635)	(34)	(15)	-	(1,394)	-	(192)
Prepaid due to unrecoverable surpluses	(194)	-	-	(81)	(3)	(110)	-
Net amount recognized	(3,228)	(688)	(316)	(37)	(2,001)	-	(186)
Net assets related to funded obligations	55	-	50	-	-	-	5
Recognized liabilities	(3,283)	(688)	(366)	(37)	(2,001)	-	(191)
Change in unrecoverable surplus
Unrecoverable surplus at beginning of the period	(62)	-	-	(27)	(3)	(32)	-
Interest cost on unrecoverable surplus	(5)	-	-	(2)	-	(3)	-
Change in unrecoverable surplus in excess of interest	(138)	-	-	(55)	-	(83)	-
Exchange rates changes	11	-	-	3	-	8	-
Unrecoverable surplus at end of the period	(194)	-	-	(81)	(3)	(110)	-

		Year Ended December 31, 2014
		TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
	Change in benefit obligation
	Benefit obligation at beginning of the period	11,620	3,596	3,560	689	2,783	676	316
	Current service cost	128	41	35	4	38	-	10
	Interest cost on DBO	561	163	158	86	83	51	20
	Past service cost - Plan amendments	3	-	3	-	-	-	-
	Plan participants’ contribution	3	-	1	1	-	-	1
	Curtailments and settlements	(115)	-	-	-	(115)	-	-
	Actuarial (gain) loss	1,311	387	368	118	436	(1)	3
	Demographic assumptions	163	99	30	45	(11)	-	-
	Financial assumptions	1,138	295	415	23	408	3	(6)
	Experience adjustment	10	(7)	(77)	50	39	(4)	9
	Benefits paid	(751)	(252)	(211)	(48)	(145)	(73)	(22)
	Foreign currency exchange rate differences and other movements 1	(901)	-	(291)	(117)	(357)	(66)	(70)
	Benefit obligation at end of the period	11,859	3,935	3,623	733	2,723	587	258
	Change in plan assets
	Fair value of plan assets at beginning of the period	8,586	2,908	3,244	733	785	786	130
	Interest income on plan assets	445	124	148	86	20	60	7
	Return on plan assets greater/(less) than discount rate	365	88	183	17	60	19	(2)
	Employer contribution	253	165	48	14	25	-	1
	Plan participants’ contribution	3	-	1	1	-	-	1
	Settlements	(113)	-	-	-	(113)	-	-
	Benefits paid	(617)	(248)	(210)	(48)	(33)	(73)	(5)
	Foreign currency exchange rate differences and other movements 1	(574)	(11)	(270)	(115)	(99)	(78)	(1)
	Fair value of plan assets at end of the period	8,348	3,026	3,144	688	645	714	131
	Present value of the wholly or partly funded obligation	(10,256)	(3,904)	(3,607)	(731)	(1,297)	(587)	(130)
	Fair value of plan assets	8,348	3,026	3,144	688	645	714	131
	Net present value of the wholly or partly funded obligation	(1,908)	(878)	(463)	(43)	(652)	127	1
	Present value of the unfunded obligation	(1,603)	(31)	(16)	(2)	(1,426)	-	(128)
	Prepaid due to unrecoverable surpluses	(205)	-	-	(75)	(3)	(127)	-
	Net amount recognized	(3,716)	(909)	(479)	(120)	(2,081)	-	(127)
	Net assets related to funded obligations	32	-	31	-	-	-	1
	Recognized liabilities	(3,748)	(909)	(510)	(120)	(2,081)	-	(128)
	Change in unrecoverable surplus
	Unrecoverable surplus at beginning of the period	(194)	-	-	(81)	(3)	(110)	-
	Interest cost on unrecoverable surplus	(19)	-	-	(10)	-	(9)	-
	Change in unrecoverable surplus in excess of interest	(15)	-	-	5	-	(20)	-
	Exchange rates changes	23	-	-	11	-	12	-
	Unrecoverable surplus at end of the period	(205)	-	-	(75)	(3)	(127)	-
1	Other movements include the divestiture of ATIC for (29) in benefit obligations and (21) in plan assets

F-96

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

	Year Ended December 31, 2012
Net periodic pension cost (benefit)	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Current service cost	175	55	62	10	36	-	12
Past service cost - Plan amendments	(30)	12	(43)	-	1	-	-
Past service cost - Curtailments	(133)	-	(94)	-	(32)	-	(7)
Net interest cost/(income) on net DB liability/(asset)	185	57	23	19	72	-	14
Total	197	124	(52)	29	77	-	19
	Year Ended December 31, 2013
Net periodic pension cost (benefit)	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Current service cost	165	49	45	11	46	1	13
Past service cost - Plan amendments	1	-	-	-	1	-	-
Past service cost - Curtailments and settlements	(4)	-	-	-	-	(4)	-
Net interest cost/(income) on net DB liability/(asset)	195	63	35	20	62	-	15
Total	357	112	80	31	109	(3)	28
	Year Ended December 31, 2014
Net periodic pension cost (benefit)	TOTAL	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Current service cost	128	41	35	4	38	-	10
Past service cost - Plan amendments	3	-	3	-	-	-	-
Past service cost - Curtailments and settlements	(2)	-	-	-	(2)	-	-
Net interest cost/(income) on net DB liability/(asset)	135	39	10	10	63	-	13
Total	264	80	48	14	99	-	23

F-97

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Other post-employment benefits

ArcelorMittal’s principal operating subsidiaries in the U.S., Canada, Europe and certain other countries, 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 a level of cost share from retirees. The post-employment life insurance benefit formula used in the determination of post-employment benefit cost is primarily based on a specific amount 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 requires payments into an existing Voluntary Employee Beneficiary Association (“VEBA”) trust at a fixed amount of 25 per quarter. The VEBA primarily provides limited healthcare benefits to the retirees of certain companies whose assets were acquired (referred to as Legacy Retirees). Additionally, ArcelorMittal USA’s retiree health care costs are capped at the 2008 per capita level for years 2010 and after.  The VEBA can be utilized to the extent funds are available for costs in excess of the cap for these retirees. The labor contract with the United Steelworkers (the “USW”) for 14 of the Company’s facilities in the United States expires on September 1, 2015.

 The Company has significant assets mostly in the aforementioned VEBA post-employment benefit plan. These assets consist of 67% in fixed income and 33% in equities and alternatives. The total fair value of the assets in the VEBA trust was 671 as of December 31, 2014.

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

		Year Ended December 31, 2013
		TOTAL	U.S.	CANADA	EUROPE	OTHERS
	Change in benefit obligation
	Benefit obligation at beginning of the period	6,734	4,935	870	689	240
	Current service cost	96	41	13	26	16
	Interest cost on DBO	275	201	37	21	16
	Past service cost - Plan amendments	3	-	-	(2)	5
	Plan participants’ contribution	21	21	-	-	-
	Curtailments and settlements	(24)	-	-	(24)	-
	Actuarial (gain) loss	(698)	(572)	(61)	(82)	17
	Demographic assumptions	14	47	(28)	(10)	5
	Financial assumptions	(600)	(517)	(44)	(30)	(9)
	Experience adjustment	(112)	(102)	11	(42)	21
	Benefits paid	(336)	(236)	(40)	(51)	(9)
	Foreign currency exchange rate differences and other movements 1	(97)	-	(57)	37	(77)
	Benefit obligation at end of the period	5,974	4,390	762	614	208
	Change in plan assets
	Fair value of plan assets at beginning of the period	704	689	-	15	-
	Interest income on plan assets	27	27	-	-	-
	Return on plan assets greater/(less) than discount rate	32	33	-	(1)	-
	Employer contribution	189	189	-	-	-
	Plan participants’ contribution	21	21	-	-	-
	Benefits paid	(234)	(234)	-	-	-
	Foreign currency exchange rate differences and other movements	1	-	-	1	-
	Fair value of plan assets at end of the period	740	725	-	15	-
	Present value of the wholly or partly funded obligation	(1,403)	(1,322)	-	(81)	-
	Fair value of plan assets	740	725	-	15	-
	Net present value of the wholly or partly funded obligation	(663)	(597)	-	(66)	-
	Present value of the unfunded obligation	(4,571)	(3,068)	(762)	(533)	(208)
	Net amount recognized	(5,234)	(3,665)	(762)	(599)	(208)
1	Other movements include the divestiture of ArcelorMittal Annaba for 64
		Year Ended December 31, 2014
		TOTAL	U.S.	CANADA	EUROPE	OTHERS
	Change in benefit obligation
	Benefit obligation at beginning of the period	5,974	4,390	762	614	208
	Current service cost	82	39	10	23	10
	Interest cost on DBO	279	210	34	20	15
	Past service cost - Plan amendments	(17)	-	(17)	-	-
	Plan participants’ contribution	18	18	-	-	-
	Curtailments and settlements	(6)	-	-	(6)	-
	Actuarial (gain) loss	576	465	56	57	(2)
	Demographic assumptions	382	402	(28)	7	1
	Financial assumptions	519	363	84	75	(3)
	Experience adjustment	(325)	(300)	-	(25)	-
	Benefits paid	(347)	(248)	(39)	(53)	(7)
	Foreign currency exchange rate differences and other movements	(170)	-	(62)	(78)	(30)
	Benefit obligation at end of the period	6,389	4,874	744	577	194
	Change in plan assets
	Fair value of plan assets at beginning of the period	740	725	-	15	-
	Interest income on plan assets	33	33	-	-	-
	Return on plan assets greater/(less) than discount rate	1	1	-	-	-
	Employer contribution	188	188	-	-	-
	Plan participants’ contribution	18	18	-	-	-
	Benefits paid	(248)	(246)	-	(2)	-
	Foreign currency exchange rate differences and other movements	(2)	-	-	(2)	-
	Fair value of plan assets at end of the period	730	719	-	11	-
	Present value of the wholly or partly funded obligation	(1,607)	(1,530)	-	(77)	-
	Fair value of plan assets	730	719	-	11	-
	Net present value of the wholly or partly funded obligation	(877)	(811)	-	(66)	-
	Present value of the unfunded obligation	(4,782)	(3,344)	(744)	(500)	(194)
	Net amount recognized	(5,659)	(4,155)	(744)	(566)	(194)

F-98

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

	Year Ended December 31, 2012
Components of net periodic OPEB cost (benefit)	TOTAL	U.S.	CANADA	EUROPE	OTHERS
Current service cost	86	42	12	21	11
Past service cost - Plan amendments	(148)	10	(163)	1	4
Past service cost - Curtailments	(1)	-	-	(1)	-
Net interest cost/(income) on net DB liability/(asset)	277	195	42	27	13
Actuarial (gains)/losses recognized during the year	32	-	-	32	-
Total	246	247	(109)	80	28
	Year Ended December 31, 2013
Components of net periodic OPEB cost (benefit)	TOTAL	U.S.	CANADA	EUROPE	OTHERS
Current service cost	96	41	13	26	16
Past service cost - Plan amendments	3	-	-	(2)	5
Past service cost - Curtailments	(24)	-	-	(24)	-
Net interest cost/(income) on net DB liability/(asset)	248	174	37	21	16
Actuarial (gains)/losses recognized during the year	(10)	-	-	(10)	-
Total	313	215	50	11	37
	Year Ended December 31, 2014
Components of net periodic OPEB cost (benefit)	TOTAL	U.S.	CANADA	EUROPE	OTHERS
Current service cost	82	39	10	23	10
Past service cost - Plan amendments	(17)	-	(17)	-	-
Past service cost - Curtailments	(6)	-	-	(6)	-
Net interest cost/(income) on net DB liability/(asset)	246	177	34	20	15
Actuarial (gains)/losses recognized during the year	22	-	-	22	-
Total	327	216	27	59	25

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

	Year Ended December 31,
	2012	2013	2014
Net periodic pension cost	197	357	264
Net periodic OPEB cost	246	313	327
Total	443	670	591
Cost of sales	(19)	193	158
Selling, general and administrative expenses	-	34	30
Financing costs - net	462	443	403
Total	443	670	591

F-100

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Plan Assets

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

	December 31, 2013
	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Equity Securities	51%	58%	1%	8%	42%	44%
- Asset classes that have a quoted market price in an active market	37%	51%	1%	8%	40%	10%
- Asset classes that do not have a quoted market price in an active market	14%	7%	-	-	2%	34%
Fixed Income Securities (including cash)	33%	40%	98%	79%	58%	55%
- Asset classes that have a quoted market price in an active market	4%	35%	98%	78%	57%	5%
- Asset classes that do not have a quoted market price in an active market	29%	5%	-	1%	1%	50%
Real Estate	4%	-	-	-	-	-
- Asset classes that have a quoted market price in an active market	-	-	-	-	-	-
- Asset classes that do not have a quoted market price in an active market	4%	-	-	-	-	-
Other	12%	2%	1%	13%	-	1%
- Asset classes that have a quoted market price in an active market	-	2%	1%	6%	-	-
- Asset classes that do not have a quoted market price in an active market	12%	-	-	7%	-	1%
Total	100%	100%	100%	100%	100%	100%
	December 31, 2014
	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Equity Securities	50%	56%	4%	3%	41%	43%
- Asset classes that have a quoted market price in an active market	28%	49%	4%	3%	38%	10%
- Asset classes that do not have a quoted market price in an active market	22%	7%	-	-	3%	33%
Fixed Income Securities (including cash)	34%	42%	94%	88%	58%	56%
- Asset classes that have a quoted market price in an active market	3%	37%	94%	87%	57%	5%
- Asset classes that do not have a quoted market price in an active market	31%	5%	-	1%	1%	51%
Real Estate	4%	-	1%	-	1%	-
- Asset classes that have a quoted market price in an active market	-	-	-	-	1%	-
- Asset classes that do not have a quoted market price in an active market	4%	-	1%	-	-	-
Other	12%	2%	1%	9%	-	1%
- Asset classes that have a quoted market price in an active market	-	2%	1%	6%	-	-
- Asset classes that do not have a quoted market price in an active market	12%	-	-	3%	-	1%
Total	100%	100%	100%	100%	100%	100%

F-101

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

These assets include investments in ArcelorMittal stock of approximately 20, but not in property or other assets occupied or used by ArcelorMittal. These assets may also include ArcelorMittal shares held by mutual fund investments. The invested assets produced an actual return of 1,226 and 844 in 2013 and 2014, respectively.

The Finance and Retirement Committees of the Boards of Directors for the respective operating subsidiaries have general supervisory authority over the respective trust funds. These committees have established asset allocation targets for the period as described below. Asset managers are permitted some flexibility to vary the asset allocation from the long-term investment strategy within control ranges agreed upon.

	December 31, 2014
	U.S.	CANADA	BRAZIL	EUROPE	SOUTH AFRICA	OTHERS
Equity Securities	52%	56%	5%	3%	42%	36%
Fixed Income Securities (including cash)	34%	43%	93%	87%	58%	62%
Real Estate	5%	-	1%	-	-	1%
Other	9%	1%	1%	10%	-	1%
Total	100%	100%	100%	100%	100%	100%

Assumptions used to determine benefit obligations at December 31,

	Pension Plans			Other Post-employment Benefits
	2012	2013	2014	2012	2013	2014
Discount rate
Range	3.15% - 10%	3.25% - 14%	1.90% - 17%	3.15% - 6.50%	3% - 22%	1.80% - 25%
Weighted average	4.61%	5.17%	4.29%	4.14%	4.86%	4.05%
Rate of compensation increase
Range	2.38% - 9.72%	2% - 10%	2% - 11%	2% - 5%	1.80% - 20%	2% - 21%
Weighted average	3.42%	3.66%	3.40%	3.21%	3.40%	3.64%

Healthcare Cost Trend Rate

	Other Post-employment Benefits
	2012	2013	2014
Healthcare cost trend rate assumed
Range	2.00% - 5.29%	2.00% - 6.09%	2.00% - 5.30%
Weighted average	5.16%	4.83%	4.80%

F-102

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Cash Contributions and maturity profile of the plans

In 2015, the Company is expecting its cash contributions to amount to 330 for pension plans, 297 for other post employment benefits plans, 123 for defined contribution plans and 69 for U.S. multi-employer plans. Cash contributions to defined contribution plans and to U.S. multi-employer plans sponsored by the Company, were respectively 131 and 68 in 2014.

At December 31, 2014, the weighted average duration of the liabilities related to the pension and other post employment benefits plans were 11 years (2013: 11 years) and 12 years (2013: 13 years), respectively.

Risks associated with defined benefit plans

Through its defined benefit pension plans and OPEB plans, ArcelorMittal is exposed to a number of risks, the most significant of which are detailed below:

Changes in bond yields

A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.

Asset Volatility

The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets underperform this yield, this will create a deficit. In most countries with funded plans, plan assets hold a significant portion of equities, which are expected to outperform corporate bonds in the long-term while providing volatility and risk in the short-term. As the plans mature, ArcelorMittal intends to reduce the level of investment risk by investing more in assets that better match the liabilities. However, ArcelorMittal believes that due to the long-term nature of the plan liabilities, a level of continuing equity investment is an appropriate element of a long-term strategy to manage the plans efficiently.

Life expectancy

The majority of the plans provide benefits for the life of the covered members, so increases in life expectancy will result in an increase in the plans’ benefit obligations.

Assumption regarding future mortality rates has been set considering published statistics and where possible, ArcelorMittal’s own population’s experience. The current longevities at retirement underlying the values of the defined benefit obligation were approximately 21 years.

Late in 2014, the Society of Actuaries published new mortality base tables and new mortality improvement scales in the U.S.  Use of these new mortality assumptions resulted in increasing the pension and OPEB defined benefit obligations by 85 and 271, respectively.

Healthcare cost trend rate

The majority of the OPEB plans’ benefit obligations are linked to the change in the cost of various health care components. Future healthcare cost will vary based on several factors including price inflation, utilization rate, technology advances, cost shifting and cost containing mechanisms. A higher healthcare cost trend will lead to higher OPEB plan benefit obligations.

Multi-employer plans

F-103

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

ArcelorMittal participates in a multi-employer pension plan in the U.S. Under multi-employer plans, several participating employers make contributions into a pension plan. The assets of the plan are not limited to the participants of a particular employer. If an employer is unable to make required contributions to the plan, any unfunded obligations may be borne by the remaining employers. Additionally, if an employer withdraws from the plan, it may be required to pay an amount based on the underfunded status of the plan. As of December 31, 2013, which is the latest period for which information is available, the multi-employer pension plan showed a deficit of 771 and a funded ratio of 81%. ArcelorMittal represented roughly 27% of total contributions made to the plan in the past three years.

Sensitivity analysis

The following information illustrates the sensitivity to a change of the significant actuarial assumptions related to ArcelorMittal’s pension plans (as of December 31, 2014, the defined benefit obligation  for pension plans was 11,859):

	Effect on 2015 Pre-Tax  Pension Expense (sum of service cost and interest cost)	Effect of December 31, 2014 DBO
Change in assumption
100 basis points decrease in discount rate	(44)	1,466
100 basis points increase in discount rate	33	(1,207)
100 basis points decrease in rate of compensation	(18)	(216)
100 basis points increase in rate of compensation	20	235
1 year increase of the expected life of the beneficiaries	13	287

The following table illustrates the sensitivity to a change of the significant actuarial assumptions related to ArcelorMittal’s OPEB plans (as of December 31, 2014 the defined benefit obligation for post-employment benefit plans was 6,389):

	Effect on 2015 Pre-Tax OPEB Expense (sum of service cost and interest cost)	Effect of December 31, 2014 DBO
Change in assumption
100 basis points decrease in discount rate	(10)	908
100 basis points increase in discount rate	8	(729)
100 basis points decrease in healthcare cost trend rate	(43)	(658)
100 basis points increase in healthcare cost trend rate	50	800
1 year increase of the expected life of the beneficiaries	10	205

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

NOTE 26: CONTINGENCIES

ArcelorMittal is currently and may in the future 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 to ArcelorMittal’s consolidated financial statements.

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, ArcelorMittal is unable to make a reasonable estimate of the expected financial effect that will result from ultimate resolution of the proceeding. In those cases, ArcelorMittal has disclosed information with respect to the nature of the contingency. ArcelorMittal has not accrued a reserve for the potential outcome of these cases.

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 has disclosed information with respect to the nature of the contingency, but has not disclosed its estimate of the range of potential loss.

F-104

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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.

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 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, 2014, excluding asset retirement obligations, ArcelorMittal had established provisions of 855 for environmental remedial activities and liabilities. The provisions for all operations by geographic area were 508 in Europe, 170 in the United States, 140 in South Africa and 37 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 170 (exclusive of asset retirement obligations) to address existing environmental liabilities, of which 21 is expected to be spent in 2015. The environmental provisions principally relate to the investigation, monitoring and remediation of soil and groundwater at ArcelorMittal’s current and former facilities. ArcelorMittal USA continues to have significant environmental provisions relating to investigation and remediation at Indiana Harbor East, Lackawanna, and its closed mining operations in southwestern Pennsylvania. ArcelorMittal USA’s environmental provisions also include 34, with anticipated spending of 3 during 2015, to specifically address the removal and disposal of asbestos-containing materials and polychlorinated biphenyls (“PCBs”).

 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, we are required to conduct studies to determine the extent of contamination, if any, that exists at these sites.

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, Inland Steel Company (predecessor to 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. In 2012, ArcelorMittal USA entered into a Consent Decree Amendment to the 1993 Consent Decree defining the objectives for limited sediment assessment and remediation of a small portion of the Indiana Harbor Ship Canal.  The provisions for environmental liabilities include approximately $12 million for such sediment assessment and remediation, and $7 million for RCRA Corrective Action at the Indiana Harbor East facility itself. 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. A Corrective Measure Order on Consent was executed in 2009 for other site remediation activities. ArcelorMittal USA’s provisions for environmental liabilities include approximately $40 million for anticipated remediation and post-remediation activities at this site. The provisioned amount 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.

F-105

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 a plan to improve treatment facility operations and lower long-term wastewater treatment costs. 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, estimated by the PaDEP to be the net present value of all future treatment cost. ArcelorMittal USA has been funding the treatment trust and has until 2017 to reach the current target value of approximately $48 million. This target value is based on average spending over the last three years. We expect 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 $34 million as of December 31, 2014.  Once fully funded, ArcelorMittal can be reimbursed from the fund for the continuing cost of treatment of acid mine drainage. ArcelorMittal USA’s provisions for environmental liabilities include approximately $28 million 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 multiple violations of the Clean Air Act’s Prevention of Significant Deterioration (“PSD”) air permit requirements based on alleged failures by Bethlehem Steel that dating back to early 1994. Based on recent court decisions and ongoing negotiations with US EPA, it is very likely that US EPA will not enforce the alleged PSD permit violations by Bethlehem Steel against ArcelorMittal USA. U.S. EPA Region V also conducted a series of inspections and issued information requests under the Federal Clean Air Act relating to the Burns Harbor, Indiana Harbor and Cleveland facilities.  Some of the EPA’s information requests and subsequent allegations relate to recent operations while others relate to historical actions under former facility owners that occurred 13 to 27 years ago.  In October 2011, EPA issued NOVs to Indiana Harbor West, Indiana Harbor East, Indiana Harbor Long Carbon, Burns Harbor and Cleveland alleging operational noncompliance based primarily on self-reported Title V permit concerns.  Compliance data relating to the self reported items indicate that ArcelorMittal’s operations consistently achieve substantial rates of compliance with applicable permits and regulations. Comprehensive settlement discussions with U.S. EPA and affected state agencies involving all of the NOVs are ongoing and a comprehensive settlement with U.S. EPA may be negotiated in 2015.

Europe

Environmental provisions for ArcelorMittal’s operations in Europe total 508 and are mainly related to investigation and remediation of environmental contamination at current and former operating sites in France (113), Belgium (257), Luxembourg (58), Poland (31), Germany (33), Czech Republic (10) and Spain (6). 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 113, 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. Provisions in France also cover the legal site obligations linked to the closure of the steel plant and rolling mill at Gandrange as well as of the wire mill in Lens.

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 and mandatory financial guarantees to cover risks of major accident hazard or for gasholders and waste storage. Most of the provision relates to the stocking areas at the Dunkirk site that will need to be restored to comply with local law and to the mothballing of the liquid phase in Florange, including study and surveillance of soil and water to prevent environmental damage, treatment and elimination of waste and financial guarantees demanded by Public Authorities. 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 mainly correspond to mandatory financial guarantees to operate waste storage installations and a coke oven gas holder. It also covers potential further adjustments of tax paid on polluting activities in recent years.

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

F-106

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Belgium

In Belgium, there is an environmental provision of 257, of which the most significant elements are legal site remediation obligations linked to the closure of the primary installations 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 and Liège sites and the removal and disposal of asbestos-containing material.

Luxembourg

In Luxembourg, there is an environmental provision of approximately 58, which relates to the post-closure monitoring and remediation of former production sites, waste disposal areas, slag deposits and mining sites.

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. 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 elimination of 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 the Belval Blast Furnace water pond and former production sites. A provision of approximately 53 covers these obligations.

ArcelorMittal Belval and Differdange has an environmental provision of approximately 4 to clean historical landfills in order to meet the requirements of the Luxembourg Environment Administration.

Poland

ArcelorMittal Poland S.A.’s environmental provision of 31 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.

Germany

In Germany, the environmental provision of 33 essentially relates to ArcelorMittal Bremen’s post-closure obligations mainly established for soil remediation, groundwater treatment and monitoring at the Prosper coke plant in Bottrop.

Czech Republic

In the Czech Republic, there is an environmental provision of 10, which essentially relates to the post-closure dismantling of buildings and soil remediation at the corresponding areas of the Ostrava site.

Spain

In Spain, ArcelorMittal España has environmental provisions of 6 due to obligations of sealing landfills located in the Asturias site and post-closure obligations in accordance with national legislation. These obligations include the collection and treatment of leachates that can be generated during the operational phase and a period of 30 years after the closure.

South Africa

ArcelorMittal South Africa has environmental provisions of approximately 140 to be used over 14 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 35 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 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  71 years, contains a number of legacy facilities and areas requiring remediation. The remediation entails

F-107

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

the implementation of rehabilitation and decontamination measures of waste disposal sites, waste water dams, ground water and historically contaminated open areas. Approximately 30 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 35 years. Approximately $26 million 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 is for water treatment.

A provision of 40 relates to the environmental rehabilitation of the Thabazimbi Mine.

The remainder of the obligation of approximately 9 relates to Vereeniging site for the historical pollution that needs to be remediated at waste disposal sites, waste water dams and groundwater tables.

Canada

In Canada, ArcelorMittal Dofasco has an environmental provision of approximately 24 for the expected cost of remediating toxic sediment located in the Company’s East Boatslip site, and a provision of approximately 5 for the expected cost of remediating environmental issues at the former Sherman iron ore mine in Ontario once operated and managed by Dofasco (closed in 1990). ArcelorMittal Montreal has an environmental provision of approximately 8 for future disposal of sludge left in ponds after flat mills closure at Contrecoeur.

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, 2014, ArcelorMittal had established provisions for asset retirement obligations of 305, including 30 for Ukraine, 76 for Canada, 46 for the United States, 48 for Mexico, 22 for Belgium, 26 for Germany, 16 for South Africa, 8 for Brazil, 19 for Kazakhstan, and 14 for Liberia.

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

The AROs in Canada are legal obligations for site restoration and dismantling of the facilities near the mining sites in Mont-Wright and Fire Lake, and at the facility of Port-Cartier in Quebec, upon closure of the mine pursuant to the restoring plan of the mines.

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

The AROs in Mexico relate to the restoration costs at the closure of the Las Truchas and El Volcan and the joint operation of Pena Colorada iron ore mines.

In Belgium, the AROs are to cover the demolition costs for primary facilities at the Liège sites.

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, restoring the layer and stabilizing the shoreline at the harbor.

The AROs in South Africa are for the Pretoria, Vanderbijlpark, Coke and Chemical 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 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 2037 and 2031, respectively.

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

In Liberia, the AROs relate to iron ore mine and associated infrastructure and, specifically, the closure and rehabilitation plan under the current operating phase.

F-108

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Tax Claims

ArcelorMittal is a party to various tax claims. As of December 31,  2014, ArcelorMittal had recorded provisions in the aggregate of approximately 271 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, 2014 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

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. In December 2008, the administrative tribunal of first instance upheld the amount of the assessment. ArcelorMittal Brasil appealed to the administrative tribunal of second instance, and, on August 8, 2012, the administrative tribunal of the second instance found in favor of ArcelorMittal invalidating the tax assessment, thereby ending this case. 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 205 as of December 31,2014. 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, SOL Coqueria Tubarão S.A. 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 51 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 the expenses were incurred to buy shares of its own company and (iv) CSL over profits of controlled companies in Argentina and Costa Rica. The amount claimed totals 527. On January 31, 2014,  the administrative tribunal of first instance found in partial favor of ArcelorMittal Brasil, reducing the penalty component of the assessment from, according to ArcelorMittal Brasil’s calculations, 266 to 141 (as calculated at the time of the assessment), while upholding the remainder of the assessment. The Brazilian Federal Revenue Service has appealed the administrative tribunal’s decision to reduce the amount of the original penalty. ArcelorMittal Brasil has also appealed the administrative tribunal’s decision to uphold the tax authority’s assessment (including the revised penalty component).

In 2013, ArcelorMittal Brasil received a tax assessment in relation to the 2008-2010 tax years for corporate income IRPJ and CSL in relation to (i) the amortization of goodwill on the acquisition of Mendes Júnior Siderurgia, Dedini Siderurgia and CST, (ii) the amortization of goodwill arising from the mandatory tender offer made by ArcelorMittal to minority shareholders of Arcelor Brasil following the two-step merger of Arcelor and Mittal Steel N.V. and (iii) CSL and IRPJ over profits of controlled companies in Argentina, Costa Rica, Venezuela and the Netherlands. The amount claimed totals 489. ArcelorMittal Brasil has filed its defense, and the case is in the first administrative instance.  In October 2014, the administrative tribunal of first instance found in favour of the Federal Revenue  and ArcelorMittal Brasil filed its appeal on November 6, 2014.

For over 15 years, ArcelorMittal Brasil has been challenging the basis of calculation of the Brazilian Cofins and Pis social security taxes (specifically, whether Brazilian VAT may be deducted from the base amount on which the Cofins and Pis taxes are calculated), in an amount of approximately 32. ArcelorMittal Brasil deposited the disputed amount in escrow with the relevant Brazilian judicial branch when it became due. Since the principal amount bears interest at a rate applicable to judicial deposits, the amount stood at 60 as of December 31, 2014. 

In April 2014, Comércio Exterior S.A. (“Comex”), a Brazilian subsidiary of ArcelorMittal, received a tax assessment in the amount of 68 concerning certain deductions made by Comex in relation to the Fundap financial tax incentive; the Brazilian

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Federal Revenue Service considers that Comex owes corporate income tax (known as IRPJ) and social contributions on net profits (known as CSL) on the amounts deducted.  Comex filed its defense in June 2014.

In May 2014, ArcelorMittal Comercializadora de Energia received a tax assessment from the state of Minas Gerais alleging  that  the Company did not correctly calculate tax credits on  interstate sales of electricity  from the February 2012 to December 2013 period. The amount claimed totals 54. ArcelorMittal Comercializadora de Energia filed its defense in June 2014. Following an unfavorable administrative decision in November 2014, ArcelorMittal filed an appeal in December 2014.

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 in social contributions on various payments, the most significant of which 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. In three decisions dated December 10, 2012, the arbitration committee hearing the matter found that social contributions in an amount of €15.3 million, €9.9 million and €4.7 million are due in respect of the profit-sharing schemes, stock options and professional fees, respectively. These amounts cover the audits for 2006, 2007 and 2008. In March 2013, the Company filed appeals against the decisions relating to the profit-sharing schemes and stock options.

Following audits for 2009, 2010 and 2011 of ArcelorMittal France and other French ArcelorMittal entities, URSSAF commenced formal proceedings in December 2012 for these years alleging that these entities owe €142 million in social contributions (including interest and late fees relating thereto) on various payments, the most significant of which relate to voluntary separation schemes, profit sharing schemes, professional fees and stock options. In its decision dated April 24, 2013, the arbitration committee reduced the amount claimed by €27 million. The dispute is now proceeding to the judicial phase before the Tribunal des Affaires de Sécurité Sociale. 

Ukraine

In December 2010, the Ukrainian tax authorities issued a tax assessment in a total amount of 29 to ArcelorMittal Kryvyi Rih, alleging that it had breached tax law provisions relating to VAT for the December 2009 to October 2010 period. ArcelorMittal Kryvyi Rih appealed the assessment to a higher division of the tax authorities. The appeal was rejected, and ArcelorMittal Kryvyi 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 Kryvyi Rih and the tax authorities filed an appeal.  On June 26, 2012, the Court of Appeal ruled in favor of ArcelorMittal Kryvyi Rih, rejecting the appeal of the tax authorities, who on July 13, 2012 filed an appeal in cassation. On  December 24, 2014, the Supreme Administrative Court of Ukraine left unchanged the decisions of the lower courts in favour of ArcelorMittal Kryvyi Rih. The tax authorities can appeal to the Supreme Court of Ukraine before December 24, 2015.

In September 2012, the Ukrainian tax authorities conducted an audit of ArcelorMittal Kryvyi Rih, resulting in a tax claim of approximately 92. The claim relates to cancellation of VAT refunds, cancellation of deductible expenses and queries on transfer pricing calculations. On January 2, 2013, ArcelorMittal Kryvyi Rih filed a lawsuit with the District Administrative Court to challenge the findings of this tax audit. On April 9, 2013, the District Administrative Court rejected the claim by the tax authorities in an amount of 92 and retained only a tax liability of approximately 0.2 against ArcelorMittal Kryvyi Rih. Both parties filed appeals, and, on November 7, 2013, the Court of Appeal rejected the appeal by the tax authorities and retained only a tax liability of approximately 0.1 against ArcelorMittal Kryvyi Rih. On November 12, 2013, the tax authorities filed an appeal in cassation. On July 7, 2014, the tax authorities filed an application to withdraw the case. At a hearing held on September 10, 2014, the court requested that the tax authorities provide evidence confirming that the submission of this application was properly internally authorized by the State Tax Administration.

Competition/Antitrust Claims

ArcelorMittal is a party to various competition/antitrust claims. As of December 31, 2014, ArcelorMittal had not recorded any provisions in respect of such claims. Set out below is a summary description of competition/antitrust claims (i) that constitute a contingent liability, or (ii) that were resolved in 2014 in each case involving amounts deemed material by ArcelorMittal. The Company is vigorously defending against each of the pending claims discussed below.

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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 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. Other similar direct purchaser lawsuits were also filed in the same court and  were consolidated with the Standard Iron Works lawsuit.  A hearing on class certification of the direct purchaser claims took place in March/April  2014 and a decision remains pending . On May 29, 2014, ArcelorMittal entered into an agreement to settle the direct purchaser claims for an amount of 90 recognized in cost of sales. On October 17, 2014, the court gave its final approval of the settlement. Two putative class actions on behalf of indirect purchasers have been filed and are not covered by the settlement of the direct purchaser claims.

Brazil

In September 2000, two construction trade organizations filed a complaint with Brazil’s Administrative Council for Economic Defence (“CADE”) 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, CADE issued its final decision against ArcelorMittal Brasil, imposing a fine of 52 (at December 31, 2014 values). 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 lawsuit was commenced by four units of  Sinduscons, a civil construction trade organization, 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.

Germany

In February 2013, Germany’s Federal Cartel Office (Bundeskartellamt) conducted unannounced inspections of ArcelorMittal FCE Germany GmbH, ThyssenKrupp and Voestalpine in relation to suspected anti-competitive practices regarding steel for automotive customers.  On December 10, 2014, the  Bundeskartellamt closed its investigation.

Romania

In 2010 and 2011, ArcelorMittal Galati entered into high volume electricity purchasing contracts with Hidroelectrica, a partially state-owned electricity producer. Following allegations by Hidroelectrica’s minority shareholders that ArcelorMittal Galati (and other industrial electricity consumers) benefitted from artificially low tariffs, the European Commission opened a formal investigation into alleged state aid in April 2012.

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 an order declaring that ArcelorMittal South Africa’s pricing in 2006 in respect of low carbon wire rod amounted to price discrimination 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. In November 2012, a second complaint alleging price discrimination regarding the same product over the 2004 to 2006 period was referred by the Competition Commission to the Competition Tribunal. ArcelorMittal is unable to assess the outcome of these proceedings 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 appealed the decision to reject the application, and

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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. The appeal was upheld by the Competition Appeals Court (CAC) and the matter was referred back to the Competition Tribunal for a determination of confidentiality and scope of access to the documents. The Competition Commission appealed the decision of the CAC, and, on May 31, 2013, the Supreme Court of Appeal dismissed the appeal of the Competition Commission and confirmed the decision of the CAC. In 2014, ArcelorMittal South Africa requested the documents from the Competition Commission, which provided an index thereof.  On July 7, 2011, ArcelorMittal filed an application before the Competition Tribunal to set aside the complaint referral based on procedural irregularities but this application was withdrawn by notice dated  August 7, 2014. It is too early for ArcelorMittal to assess the potential outcome of the procedure, including the financial impact.

In March 2012, the South African Competition Commission referred to the Competition Tribunal an allegation that ArcelorMittal South Africa and steel producer Highveld acted by agreement or concerted practice to fix prices and allocate markets in respect of certain flat carbon steel products over a period of 10 years (1999-2009) in contravention of the South African Competition Act. The case was notified to ArcelorMittal South Africa in April 2012. If imposed, fines could amount to up to 10% of ArcelorMittal South Africa's turnover in the year preceding any final decision by the South African Competition Tribunal.

In August 2013, the South African Competition Commission referred a complaint against four scrap metal purchasers in South Africa, including ArcelorMittal South Africa, to the South African Competition Tribunal for prosecution. The complaint alleges collusion among the purchasers to fix the price and other trading conditions for the purchase of scrap over a period from 1998 to at least 2008. If imposed, fines could amount to 10% of ArcelorMittal South Africa’s turnover for the year preceding any final decision by the Competition Tribunal.

Other Legal Claims

ArcelorMittal is a party to various other legal claims. As of December 31, 2014, ArcelorMittal had recorded provisions of approximately 289 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, 2014, (ii) that constitute a contingent liability, or (iii) that were resolved in 2014, in each case involving amounts deemed material by ArcelorMittal. The Company is vigorously defending against each of the pending claims discussed below.

Argentina

Over the course of 2007 to 2014, the Argentinian Customs Office Authority (Aduana) notified the Company of certain inquiries that it is conducting with respect to prices declared by the Company’s Argentinian subsidiary, Acindar related to iron ore imports. The Customs Office Authority is seeking to determine whether Acindar incorrectly declared prices for iron ore imports from several different Brazilian suppliers and from ArcelorMittal Sourcing on 36 different claims concerning several shipments made between 2002 and 2013. The aggregate amount claimed by the Customs Office Authority in respect of all of the shipments is approximately 187. The investigations are subject to the administrative procedures of the Customs Office Authority and are at different procedural stages depending on the filing date of the investigation.  By February 2014, in 17 of the total 36 cases, the administrative branch of the Customs Office Authority ruled against Acindar (representing total claims of 30). These decisions have been appealed to the Argentinian National Fiscal Court.

Brazil

ArcelorMittal Brasil (as a successor of Companhia Siderurgica Tubarão) was party to a legal dispute against Siderbras (an extinguished holding company held by the Government of Brazil) related to financial debt issued in 1992. In July 2014, the judge in charge requested that the guarantee securing the litigation be replaced with cash so that an appeal of the case could proceed. ArcelorMittal Brasil entered into a federal amnesty program with the Brazilian tax authorities to settle the debt with Siderbras (application made in August 2014) and paid 161 (original debt 260 including interest and penalties) in connection therewith, which was recorded as a financial expense. Of this amount, 115 was paid by way of set-off of tax losses and the remaining balance was paid in cash (46).

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 56 and 25, 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

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from the cases without prejudice to CNRL’s right to reinstate the parties later if justified. In April 2014, the parties participated in a mediation procedure and reached a settlement subject to certain conditions, which have now been satisfied. The proceedings before the Calgary court were formally discontinued in June 2014 and the case is therefore now closed.

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, and certain other parties relating to the January 2011 take-over of Baffinland by ArcelorMittal, Nunavut, Iron Ore Holdings and 1843208 Ontario Inc. The action seeks the certification of a class comprised of all Baffinland securities holders who tendered their Baffinland 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 Baffinland 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 Baffinland securities by members of the class.

Italy

In January 2010, ArcelorMittal received notice of a claim filed by Finmasi S.p.A. relating to a memorandum of agreement (“MoA”) entered into between ArcelorMittal Distribution Services France (“AMDSF”) and Finmasi in 2008. The MoA provided that AMDSF would acquire certain of Finmasi’s businesses for an amount not to exceed €93 million, subject to the satisfaction of certain conditions precedent, which, in AMDSF’s view, were not fulfilled. Finmasi sued for (i) enforcement of the MoA, (ii) damages of €14 million to €23.7 million or (iii) recovery costs plus quantum damages for Finmasi’s alleged lost opportunity to sell to another buyer. In September 2011, the court rejected Finmasi’s claims other than its second claim. The court appointed an expert to determine the quantum of damages. In May 2013, the expert’s report was issued and valued the quantum of damages in the range of €37.5 million to €59.5 million. ArcelorMittal appealed the decision on the merits. In May 2014, the Court of Appeals issued a decision rejecting ArcelorMittal’s appeal. In June 20 2014, ArcelorMittal filed an appeal of the Court of Appeal’s judgment with the Italian Court of Cassation. On December 17, 2014, the Court of Milan issued a decision on the quantum of the damages and valued the quantum of damages in the sum of €23.7 million plus interest. ArcelorMittal has 30 days following the notification of the Court’s decision to file an appeal and to ask for the suspension of the enforceability before the Court of Appeal. 

Luxembourg

In June 2012, the Company received writs of summons in respect of claims made by 59 former employees of ArcelorMittal Luxembourg. The claimants allege that they are owed compensation based on the complementary pension scheme that went into effect in Luxembourg in January 2000. The aggregate amount claimed by such former employees (bearing in mind that other former employees may bring similar claims) is approximately €59 million. Given the similarities in the claims, the parties agreed to limit the pending proceedings to four test claims. In April 2013, the Esch-sur-Alzette labor court rejected two of these test claims. The relevant plaintiffs are appealing these decisions. In November 2013, the Luxembourg city labor court rejected the two other test claims, which are also being appealed.

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 after initial phase studies and related investments.  

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. In September 2013, the arbitral tribunal issued its first award ruling that Senegal is entitled to terminate the 2007 agreements. The arbitral tribunal also ruled that a new arbitration phase would be held relating to the potential liability of ArcelorMittal as well as the amount of any damages which could be awarded to Senegal. The parties have since agreed to settle the dispute with the amount of the settlement being included within financing cost. On December 12, 2014, the arbitral tribunal issued a procedural order formally  closing the arbitration.

South Africa

On February 5, 2010, ArcelorMittal South Africa (“AMSA”) received notice from Sishen Iron Ore Company (Proprietary) Limited (“SIOC”) 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

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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 commenced an arbitration process (the “SIOC Arbitration”) in April 2010 to resolve this dispute. The SIOC Arbitration was later suspended in light of the Sishen Mining Rights Proceedings (as defined below). Following AMSA’s and SIOC’s entry into the 2014 Agreement (defined below) in November 2013, pursuant to which the parties agreed to settle the SIOC Arbitration, subject to certain conditions (as explained below), the parties notified the arbitrators of the settlement and that the arbitration process would not continue.

Pending resolution of the SIOC Arbitration, AMSA and SIOC entered into a series of agreements between 2010 and 2013 that established interim pricing arrangements for the supply of iron ore to AMSA’s production facilities in South Africa.  On November 5, 2013, AMSA and SIOC entered into an agreement (the “2014 Agreement”) establishing long-term pricing arrangements for the supply of iron ore by SIOC to AMSA.  Pursuant to the terms of the 2014 Agreement, which became effective on January 1, 2014, AMSA may purchase from SIOC up to 6.25 million tonnes iron ore per year, complying with agreed specifications and lump-fine ratios. The price of iron ore sold to AMSA by SIOC is determined by reference to the cost (including capital costs) associated with the production of iron ore from the DMS Plant at the Sishen mine plus a margin of 20%, subject to a ceiling price equal to the Sishen Export Parity Price at the mine gate. While all prices are referenced to Sishen mine costs (plus 20%) from 2016, the parties agreed to a different price for certain pre-determined quantities of iron ore for the first two years of the 2014 Agreement. The volume of 6.25 million tonnes a year of iron ore includes any volumes delivered by SIOC to AMSA from the Thabazimbi mine, the operational and financial risks of which willpass from AMSA to Kumba under the terms of the 2014 Agreement.  The 2014 Agreement also settles various disputes between the parties, including the SIOC Arbitration.  The 2014 Agreement is subject to a number of conditions, including that SIOC retains the entire Sishen mining right and is not required to account to any third party (excluding AMSA) in respect thereof. In addition, it is assumed that amendments to existing legislation or new legislation will not have a material effect on the terms of supply. Should SIOC become entitled to terminate the 2014 Agreement following occurrence of one of these conditions, the SIOC Arbitration would be re-initiated to determine AMSA’s entitlement to receive iron ore from SIOC on the terms of the 2014 Agreement.  It is AMSA’s view that the 2014 Agreement is not affected by the South African Constitutional Court’s December 12, 2013 decision in respect of the Sishen Mining Rights Proceedings (discussed in the following paragraph).

On August 10, 2010, AMSA announced 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 agreement lapsed in 2011. SIOC brought legal action (the “Sishen Mining Rights Proceedings”) against the South African government and ICT to challenge the grant of the prospecting right to ICT, and, on February 4, 2011, SIOC served on AMSA an application to join AMSA as a respondent in the review proceedings. 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 appealed this judgment to the Supreme Court of Appeal, which rejected their appeal on March 28, 2013.  ICT and the South African government then appealed this judgment to the South African Constitutional Court, which delivered its judgment on December 12, 2013.  The Constitutional Court’s principal decisions were as follows: (i) AMSA’s old order mining right in respect of 21.4% of the Sishen mine expired upon AMSA’s failure to convert that share on April 30, 2009;  (ii) SIOC applied for and was granted conversion of its own old order mining right which equated to 78.6% of the Sishen mine; (iii) SIOC is the only party competent to apply for and be granted the remaining 21.4% share of the mining right by the Department of Mineral Resources, and was afforded three months to make such application to the Department of Mineral Resources; and (iv) ICT’s application was dismissed.

France

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 made by Social Security, changes in the regulations and, consequently, fewer rejected cases, ArcelorMittal has been required to pay some amounts in damages since 2011.

The number of claims outstanding for asbestos exposure at December 31, 2014 was 351 as compared to 385 at December 31, 2013.  The range of amounts claimed for the year ended December 31, 2014 was €30,000 to €600,000 (approximately $40,777 to

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$815,546). The aggregate costs and settlements for the year ended December 31, 2014 were approximately 4, of which approximately 0.3 represents legal fees and approximately 3 represents damages paid to the claimant. The aggregate costs and settlements for the year ended December 31, 2013 were approximately 3, of which approximately 0.31 represents legal fees and approximately 2 represents damages paid to the claimant.

	in number of cases
	2013	2014
Claims unresolved at the beginning of the period	383	385
Claims filed	74	76
Claims settled, dismissed or otherwise resolved	(72)	(110)
Claims unresolved at the end of the period	385	351

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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 that the exchange ratio and merger 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.

Set out below is a summary of ongoing matters in this regard.  Several other claims brought before other courts and regulators were dismissed and are definitively closed.

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, 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 approximately €180 million. By judgment dated November 30, 2011, the Luxembourg civil court declared all of the plaintiffs’ claims inadmissible and dismissed them. The judgment was appealed in May 2012 and the appeal proceedings are ongoing.

On May 15, 2012, ArcelorMittal received a writ of summons on behalf of Association Actionnaires d'Arcelor (“AAA”), a French association of former minority shareholders of Arcelor, to appear before the civil court of Paris. In such writ of summons, AAA claimed (on grounds similar to those in the Luxembourg proceedings summarized above) inter alia damages in a nominal amount and reserved the right to seek additional remedies including the cancellation of the merger. The proceedings before the civil court of Paris have been stayed, pursuant to a ruling of such court on July 4, 2013, pending a preparatory investigation (instruction préparatoire) by a criminal judge magistrate (juge d’instruction) triggered by the complaints (plainte avec constitution de partie civile) of AAA and several hedge funds (who quantified their total alleged damages at €246.5 million), including those who filed the claims before the Luxembourg courts described (and quantified) above.  

NOTE 27: SEGMENT AND GEOGRAPHIC INFORMATION

As from January 1, 2014, ArcelorMittal implemented changes to its organizational structure which provide a greater geographical focus.  Accordingly, the Company modified the structure of its segment information in order to reflect changes in its approach to managing its operations and prior period segment disclosures have been recast to reflect this new segmentation in conformity with IFRS. ArcelorMittal’s reportable segments changed to NAFTA, Brazil and neighboring countries (“Brazil”), Europe, Africa & Commonwealth of Independent States (“ACIS”) and Mining. The NAFTA segment includes the Flat, Long and Tubular operations of USA, Canada and Mexico. The Brazil segment includes the Flat operations of Brazil, and the Long and Tubular operations of Brazil and its neighboring countries including Argentina, Costa Rica, Trinidad and Tobago and Venezuela. The Europe segment comprises the Flat, Long and Tubular operations of the European business, as well as Distribution Solutions (AMDS). The ACIS segment is largely unchanged with the addition of some Tubular operations and distribution activities (ArcelorMittal International). The Mining segment remains unchanged.

ArcelorMittal has a high degree of geographic diversification relative to other steel companies. During 2014, ArcelorMittal shipped its products to customers in over 170 countries, with its largest markets in Flat and Long products in Americas and Europe. 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.

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Notes to Consolidated Financial Statements

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

Reportable segments

ArcelorMittal reports its operations in five segments: NAFTA, Brazil, Europe, ACIS and Mining.

•      NAFTA represents the flat, long and tubular facilities of the Company located in North America (Canada, United States and Mexico). NAFTA produces flat products such as 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. NAFTA also produces long products such as wire rod, sections, rebar, billets, blooms and wire drawing, and tubular products;

•      Brazil includes the flat operations of Brazil and the long and tubular operations of Brazil and neighboring countries including Argentina, Costa Rica, Trinidad and Tobago and Venezuela. Flat products include slabs, hot-rolled coil, cold-rolled coil and coated steel. Long products consist of wire rod, sections, bar and rebar, billets, blooms and wire drawing;

•      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. 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. Europe produces also long products consisting of sections, wire rod, rebar, billets, blooms and wire drawing, and tubular products. In addition, it includes Distribution Solutions, primarily an in-house trading and distribution arm of ArcelorMittal. Distribution Solutions also provides value-added and customized steel solutions through further steel processing to meet specific customer requirements;

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

		NAFTA	Brazil	Europe	ACIS	Mining	Others*	Elimination	Total
	Year ended December 31, 2012
	Sales to external customers	20,576	9,902	41,996	9,976	1,674	89	-	84,213
	Intersegment sales**	185	255	503	221	3,819	592	(5,575)	-
	Operating income (loss)	1,243	561	(5,725)	(54)	1,209	(95)	216	(2,645)
	Depreciation	776	729	1,944	657	546	50	-	4,702
	Impairment	(5)	-	5,032	8	-	-	-	5,035
	Capital expenditures	494	600	1,207	436	1,883	97	-	4,717
	Year ended December 31, 2013
	Sales to external customers	19,416	9,877	40,086	8,254	1,659	148	-	79,440
	Intersegment sales**	229	271	421	164	4,107	606	(5,798)	-
	Operating income (loss)	630	1,204	(985)	(457)	1,176	(298)	(73)	1,197
	Depreciation	767	691	2,003	542	642	50	-	4,695
	Impairment	-	-	86	196	162	-	-	444
	Capital expenditures	422	276	990	398	1,342	24	-	3,452
	Year ended December 31, 2014
	Sales to external customers	21,030	9,558	39,224	8,032	1,320	118	-	79,282
	Intersegment sales**	132	479	328	236	3,650	419	(5,244)	-
	Operating income (loss)	386	1,388	737	95	565	(264)	127	3,034
	Depreciation	706	457	1,510	525	703	38	-	3,939
	Impairment	114	-	57	-	63	30	-	264
	Capital expenditures	505	497	1,052	573	993	45	-	3,665
*	Others include all other operational and non-operational items which are not segmented, such as corporate and shared services, financial activities, and shipping and logistics.
**	Transactions between segments are reported on the same basis of accounting as transactions with third parties except for certain mining products shipped internally and reported on a cost plus basis.

F-117

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 – “Operating Segments”.

	Year Ended December 31,
	2012	2013	2014
Assets allocated to segments	96,818	93,993	84,058
Cash and cash equivalents, including restricted cash	4,540	6,232	4,016
Deferred tax assets	8,221	8,938	7,962
Assets held for sale	-	292	414
Other unallocated assets and eliminations	4,419	2,853	2,729
Total assets	113,998	112,308	99,179

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

	Year Ended December 31,
	2012	2013	2014
Operating income (loss)	(2,645)	1,197	3,034
Income from investments in associates and joint ventures	185	(442)	(172)
Financing costs - net	(2,915)	(3,115)	(3,382)
Income (loss) before taxes	(5,375)	(2,360)	(520)
Income tax expense (benefit)	(1,906)	215	454
Net income (including non-controlling interests)	(3,469)	(2,575)	(974)

Geographical information

Sales (by destination)

	Year Ended December 31,
	2012	2013	2014
Americas
United States	16,539	15,625	17,312
Canada	3,617	3,299	3,462
Brazil	6,376	6,576	6,299
Argentina	1,236	1,279	1,161
Mexico	2,337	2,081	2,216
Others	2,209	2,181	1,847
Total Americas	32,314	31,041	32,297
Europe
France	5,062	4,764	4,499
Spain	3,764	3,900	3,907
Germany	7,645	6,834	6,649
Romania	779	755	728
Poland	3,614	3,523	3,815
Belgium	1,262	1,264	1,268
Italy	2,671	2,771	2,701
United Kingdom	1,654	1,442	1,480
Turkey	2,577	2,469	2,576
Czech Republic	1,660	1,608	1,579
Netherlands	978	904	917
Russia	1,770	1,618	1,216
Others	5,105	5,071	4,948
Total Europe	38,541	36,923	36,283
Asia & Africa
South Africa	3,338	2,908	2,629
China	1,218	1,395	941
Kazakhstan	659	791	668
Morocco	669	744	696
South Korea	472	277	593
India	686	406	225
Others	6,316	4,955	4,950
Total Asia & Africa	13,358	11,476	10,702
Total	84,213	79,440	79,282

F-118

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Revenues from external customers attributed to the country of domicile (Luxembourg) were 217, 118 and 53as of December 31, 2012, 2013 and 2014, respectively.

Non-current assets* per significant country:

		Non-current assets
		As of December 31,
		2013	2014
	Americas
	Brazil	6,524	5,815
	United States	6,027	5,799
	Canada	5,985	5,723
	Mexico	1,491	1,324
	Trinidad and Tobago	221	199
	Venezuela	195	157
	Argentina	192	210
	Others	31	26
	Total Americas	20,666	19,253
	Europe
	France	5,806	4,988
	Ukraine	3,959	3,727
	Germany	3,355	2,900
	Spain	3,170	2,667
	Belgium	3,047	2,666
	Poland	2,712	2,373
	Luxembourg	1,886	1,409
	Czech Republic	854	695
	Romania	799	681
	Bosnia and Herzegovina	259	230
	Italy	253	201
	Others	554	304
	Total Europe	26,654	22,841
	Asia & Africa
	Kazakhstan	2,126	2,173
	South Africa	1,424	1,393
	Liberia	1,144	1,436
	Morocco	178	143
	Others	171	136
	Total Africa & Asia	5,043	5,281
	Unallocated assets	25,920	23,747
	Total	78,283	71,122
*	Non-current assets do not include goodwill (as it is not allocated to the geographic regions), deferred tax assets, investment in associate and joint ventures, other investments and other non-current financial assets. Such assets are presented under the caption “Unallocated assets”.

F-119

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Sales by type of products

	Year Ended December 31,
	2012	2013	2014
Flat products	45,748	43,737	44,863
Long products	20,686	19,331	18,671
Tubular products	2,760	2,401	2,518
Mining products	1,674	1,659	1,319
Others	13,345	12,312	11,911
Total	84,213	79,440	79,282

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 28: EMPLOYEES AND KEY MANAGEMENT PERSONNEL

As of December 31, 2014, ArcelorMittal had approximately 222,000 employees and the total annual compensation of ArcelorMittal’s employees in 2012, 2013 and 2014 was as follows:

	Year Ended December 31,
	2012	2013	2014
Employee Information
Wages and salaries	10,228	9,891	9,839
Pension cost	6	248	216
Other staff expenses	1,676	1,740	1,989
Total	11,910	11,879	12,044

The total annual compensation of ArcelorMittal’s key management personnel, including its Board of Directors, expensed in 2012, 2013 and 2014 was as follows:

	Year Ended December 31,
	2012	2013	2014
Base salary and directors fees	11	12	11
Short-term performance-related bonus	11	6	8
Post-employment benefits	1	1	1
Share based compensation	2	3	7

F-120

ARCELORMITTAL AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

The fair value of the stock options granted and shares allocated based on RSU and PSU plans to the ArcelorMittal’s key management personnel is recorded as an expense in the consolidated statements of operations over the relevant vesting periods.

As of December 31, 2012, 2013 and 2014, 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, 2012, 2013 and 2014, ArcelorMittal had not given any guarantees for the benefit of any member of its Board of Directors or key management personnel.

F-121