Bond ArcelorMittal 7% ( US03938LAP94 ) in USD

ArcelorMittal

106.33 % ▲

Luxembourg

US03938LAP94 ( in USD )

7% per year ( payment 2 times a year)

14/10/2039

Prospectus brochure of the bond ArcelorMittal US03938LAP94 en USD 7%, maturity 14/10/2039

2 000 USD

685 601 000 USD

03938LAP9

BBB- ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

15/10/2024 ( In 163 days )

The Bond issued by ArcelorMittal ( Luxembourg ) , in USD, with the ISIN code US03938LAP94, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/10/2039

The Bond issued by ArcelorMittal ( Luxembourg ) , in USD, with the ISIN code US03938LAP94, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by ArcelorMittal ( Luxembourg ) , in USD, with the ISIN code US03938LAP94, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
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424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-157658
CALCULATION OF REGISTRATION FEE

Aggregate
Amount of
Class of securities offered

offering price
registration fee
Debt Securities
(1)

$1,000,000,000
$
55,800
(1)
The filing fee of $55,800 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-157658
PROSPECTUS SUPPLEMENT, dated October 1, 2009
(To prospectus dated March 3, 2009)

U.S.$1,000,000,000 7.000% notes due 2039
Issue price 95.202%
Interest payable April 15 and October 15
We are offering U.S.$1 billion aggregate principal amount of our 7.000% notes due October 15, 2039 (the "notes").
The interest rate payable on the notes will be subject to adjustment from time to time if the rating assigned to the notes is
downgraded (or subsequently upgraded) under the circumstances described in this prospectus supplement.
We may redeem the notes, in whole or in part from time to time, at a make-whole redemption price described in this
prospectus supplement. We may also redeem the notes at par if certain tax-related events occur (as described in more detail in
this prospectus supplement). We may be required to make an offer to purchase all or a portion of each holder's notes upon
the occurrence of certain change of control events at a purchase price equal to 101% of the principal amount tendered plus
accrued and unpaid interest, if any, to the date of purchase.
The notes will be unsecured and unsubordinated obligations of ArcelorMittal and will rank equally with ArcelorMittal's
unsecured and unsubordinated indebtedness. The notes will be effectively subordinated to all of ArcelorMittal's existing and
future secured indebtedness to the extent of the value of the collateral by which it is secured and to all existing and future
indebtedness of ArcelorMittal's subsidiaries with respect to the assets of those subsidiaries. The notes will be issued in
minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
The notes are expected to be rated "Baa3" (outlook stable) by Moody's Investor Services, Inc. ("Moody's"),
"BBB" (outlook negative) by Standard & Poor's Ratings Services ("Standard & Poor's") and "BBB" (outlook negative) by
Fitch Inc. ("Fitch").
See "Risk Factors" beginning on page 1 of the accompanying prospectus for a discussion of
certain risks that you should consider in connection with an investment in the notes.

Proceeds,
before
Underwriting
expenses, to

Issue Price(1)
discounts

ArcelorMittal
Per Note
95.202%
0.875%
94.327%
Total
$952,020,000
$8,750,000
$943,270,000
(1)
Plus accrued interest from October 8, 2009 (if any).
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any
representation to the contrary is a criminal offense.
Delivery of the notes in book-entry form will be made on or about October 8, 2009 through The Depository Trust
Company for the accounts of its participants, including Clearstream and the Euroclear system.

Citi

J.P. Morgan
Deutsche Bank Securities

The date of this prospectus supplement is October 1, 2009
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

PROSPECTUS SUPPLEMENT SUMMARY

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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RECENT DEVELOPMENTS

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USE OF PROCEEDS
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CAPITALIZATION AND INDEBTEDNESS
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RATIO OF EARNINGS TO FIXED CHARGES
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DESCRIPTION OF NOTES
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ADDITIONAL TAX CONSIDERATIONS
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UNDERWRITING
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EXPENSES OF THE OFFERING
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VALIDITY OF NOTES
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Prospectus

ABOUT THIS PROSPECTUS

i
RISK FACTORS

1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

18
WHERE YOU CAN FIND MORE INFORMATION

18
FORWARD-LOOKING STATEMENTS

19
PRESENTATION OF CERTAIN INFORMATION

21
ARCELORMITTAL

22
USE OF PROCEEDS

24
CAPITALIZATION AND INDEBTEDNESS

24
RATIO OF EARNINGS TO FIXED CHARGES

24
DESCRIPTION OF DEBT SECURITIES

26
CLEARANCE AND SETTLEMENT

38
TAX CONSIDERATIONS

41
PLAN OF DISTRIBUTION

45
VALIDITY OF SECURITIES

47
EXPERTS

47
You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. No person has been authorized to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. ArcelorMittal is not making
an offer to sell these securities in any jurisdiction where the offer or sale are not permitted. This document may only
be used where it is legal to sell these securities.
You should not assume that the information contained in this prospectus supplement is accurate as of any date
other than the date on the front cover of this prospectus supplement. ArcelorMittal's business, financial condition,
results of operations and prospects may have changed since that date.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about ArcelorMittal and the notes being offered. It may not contain
all of the information that may be important to you. Before investing in the notes, you should read this entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus carefully for a more complete understanding of ArcelorMittal's business and this
offering.
ArcelorMittal Overview
ArcelorMittal is the world's largest and most global steel producer, with an annual production capacity of over 130
million tonnes of crude steel. The Company produced approximately 31 million tonnes of crude steel for the six months
ended June 30, 2009. ArcelorMittal had sales of $124.9 billion and steel shipments of 101.7 million tonnes in the year
ended December 31, 2008. ArcelorMittal had sales of $30 billion and steel shipments of 33 million tonnes in the six
months ended June 30, 2009. ArcelorMittal has steel-making operations in 20 countries in four continents, including 65
integrated, mini-mill and integrated mini-mill steel-making facilities. ArcelorMittal is the largest steel producer in North
and South America, Europe and Africa, the second largest steel producer in the Commonwealth of Independent States
("CIS") and has a growing presence in Asia, particularly in China. As of June 30, 2009, ArcelorMittal had approximately
296,000 employees.
ArcelorMittal produces a broad range of high-quality finished and semi-finished steel products. Specifically,
ArcelorMittal produces flat products, including sheet and plate, long products, including bars, rods and structural shapes,
and stainless steel products. ArcelorMittal also produces pipes and tubes for various applications. ArcelorMittal sells its
products primarily in local markets and through its centralized marketing organization to a diverse range of customers in
approximately 160 countries, including the automotive, appliance, engineering, construction and machinery industries.
ArcelorMittal has been built on a management strategy that emphasizes size and scale, vertical integration, product
diversity and quality, continuous growth in higher value products, a strong employee well-being and customer service
focus. ArcelorMittal intends to continue to play a leading role in the consolidation of the global steel industry and to
remain the global leader in the steel industry. The Company's three-dimensional strategy, as described in our 2008 Form
20-F incorporated by reference herein, is its key to sustainability and growth. ArcelorMittal has unique geographical and
product diversification coupled with upstream and downstream integration designed to minimize risk caused by
cyclicality.
Recent Developments
For a description of certain recent developments relating to ArcelorMittal, see "Recent Developments" in this
prospectus supplement.
Corporate and Other Information
ArcelorMittal is a public limited liability company (société anonyme) that was incorporated under the laws of
Luxembourg on June 8, 2001. ArcelorMittal is registered at the R.C.S. Luxembourg under number B 82.454. The
mailing address and telephone number of ArcelorMittal's registered office are: 19, Avenue de la Liberté, L-2930
Luxembourg, Grand Duchy of Luxembourg, tel: +352 4792-2652. ArcelorMittal's agent for U.S. federal securities law
purposes is ArcelorMittal USA Inc., 1 South Dearborn Street, 19th Floor, Chicago, Illinois 60603, United States of
America.

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Table of Contents
Summary of the Offering
The following is a brief summary of the terms of this offering. For a more complete description of the terms of the
notes, see "Description of Notes" in this prospectus supplement.
Issuer
ArcelorMittal
Notes offered
U.S.$1,000,000,000 in principal amount of 7.000% notes due 2039.
Issue price
95.202% of the principal amount, plus accrued interest from October 8,
2009 (if any)
Maturity
October 15, 2039
Interest rate
The notes issued hereby will bear interest at the rate of 7.000% per annum
from October 8, 2009 based upon a 360-day year consisting of twelve 30-
day months.
The interest rate payable on the notes will be subject to adjustment from
time to time if the rating assigned to the notes is downgraded (or
subsequently upgraded) under the circumstances described in this
prospectus supplement. See "Description of Notes--Payments of Principal
and Interest--Interest Rate Adjustment Based on Rating Events."
Interest payment dates
Interest on the notes issued hereby will be payable semi-annually in arrears
on April 15 and October 15 of each year, commencing on April 15, 2010.
Ranking
The notes will be ArcelorMittal's unsecured and unsubordinated
obligations and will rank equally in right of payment with all of its other
unsecured and unsubordinated debt. The notes will be effectively
subordinated to all of ArcelorMittal's existing and future secured
indebtedness to the extent of the value of the collateral by which it is
secured and to all existing and future indebtedness of its subsidiaries with
respect to the assets of those subsidiaries. The notes do not restrict
ArcelorMittal's ability or the ability of its subsidiaries to incur additional
indebtedness in the future. As of June 30, 2009, ArcelorMittal's total
consolidated debt was approximately U.S.$30.1
billion. See
"Capitalization and Indebtedness."
Additional Amounts
In the event that any withholding or deduction is required by the laws of
Luxembourg or certain other jurisdictions, ArcelorMittal will pay
additional amounts so that the amount you receive after the withholding
tax or deduction will equal the amount that you would have received if no
withholding tax or deduction had been applicable, subject to some
exceptions. See "Description of Debt Securities--Additional Amounts" in
the accompanying prospectus.

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Covenants
The indenture relating to the notes contains restrictions on ArcelorMittal's
ability to pledge assets and to merge or engage in similar transactions. For
a more complete description see "Description of Debt Securities--
Consolidation, Merger, Conveyance or Transfer" and "Description of Debt
Securities--Negative Pledge" in the accompanying prospectus.
Redemption Events
Optional Redemption. ArcelorMittal may redeem the notes in whole or in
part from time to time at ArcelorMittal's option by paying the greater of
(1) the principal amount of the notes to be redeemed and (2) the applicable
make-whole amount, in each case plus accrued and unpaid interest to the
redemption date. See "Description of Notes--Redemption, Exchange and
Purchase--Redemption at the Option of the Company."
Tax Redemption. If, due to certain changes in tax treatment in Luxembourg
or certain other jurisdictions, ArcelorMittal would be required to pay
additional amounts on the notes as described under "Description of Debt
Securities--Additional Amounts" in the accompanying prospectus,
ArcelorMittal may redeem the notes in whole but not in part at a
redemption price equal to the principal amount thereof, plus accrued and
unpaid interest to the date of redemption. See "Description of Debt
Securities--Redemption, Exchange and Purchase--Redemption for
Taxation Reasons" in the accompanying prospectus.
Offer to Purchase Upon a Change of Control Upon the occurrence of certain change of control events, ArcelorMittal
may be required to make an offer to purchase all or a portion of each
holder's notes at a purchase price equal to 101% of the principal amount
tendered plus accrued and unpaid interest to the date of purchase. See
"Description of Notes--Redemption, Exchange and Purchase--Offer to
Purchase upon a Change of Control."
Use of proceeds
ArcelorMittal intends to use the net proceeds from the sale of the notes for
general corporate purposes. See "Use of Proceeds" for additional details.
Listing
The notes will not be listed.
Trustee, registrar, principal paying agent and HSBC Bank USA, National Association.
transfer agent
Rating
The notes are expected to be rated "Baa3" (outlook stable) by Moody's,
"BBB" (outlook negative) by Standard & Poor's and "BBB" (outlook
negative) by Fitch.
Ratings are not a recommendation to purchase, hold or sell notes,
inasmuch as the ratings do not comment as to market price or suitability
for a particular investor. The ratings are based upon current information
furnished to the rating agencies by ArcelorMittal and

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information obtained by the rating agencies from other sources. The
ratings are only accurate as of the date thereof and may be changed,
superseded or withdrawn as a result of changes in, or unavailability of,

such information, and therefore a prospective purchaser should check the
current ratings before purchasing the notes. Each rating should be
evaluated independently of any other rating.
For recent announcements by these ratings agencies regarding the
Company's credit ratings, see "Recent Developments--Other Recent
Developments."

Governing law
The indenture and the notes will be governed by the laws of the State of
New York.
Risk Factors
See "Risk Factors" in the accompanying prospectus and the other
information included or incorporated by reference in the accompanying
prospectus for a discussion of the factors you should carefully consider
before investing in the notes.

Global Notes Codes
Registered Global Note:
CUSIP: 03938L AP9
ISIN: US03938LAP94

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Summary Consolidated Financial Information and Operating Data
The following tables present selected consolidated financial information of ArcelorMittal and, where relevant, of
Mittal Steel, as of and for the years ended December 31, 2004, 2005, 2006, 2007 and 2008, and for the six months ended
June 30, 2008 and 2009, prepared in accordance with IFRS. This selected consolidated financial information should be
read in conjunction with the ArcelorMittal Consolidated Financial Statements, including the notes thereto, and the June
30, 2009 Financial Statements and the notes thereto, incorporated by reference in this prospectus supplement.
Statement of Operations Data
(Amounts in $ millions except per share data and percentages)

For the six-month period

For the year ended December 31,

ended June 30,

2004

2005
2006
2007
2008

2008
2009

(unaudited)
Sales(1)
$20,612 $28,132
$58,870
$105,216
$124,936 $67,649
$30,298
Cost of sales (including
depreciation and
impairment)(2)(3)
14,422 22,341
48,378
84,953
106,110 54,003
30,915
Selling, general and
administrative
676

1,062
2,960
5,433
6,590 3,411

2,050
Operating income (loss) 5,514
4,729
7,532
14,830
12,236 10,235
(2,667)
Operating income (loss) as
percentage of sales
26.80%
16.80%
12.80%
14.10%
9.79% 15.13%
(8.80)%
Other income--net
1,143
214
49
--
--
--
--
Income (loss) from
investments in
associates and joint
ventures
149

86
301
985
1,653 881

(142)
Financing costs--net
(214)
(353)
(654)
(927)
(2,352) (785) (1,505)
Income (loss) before taxes 6,592
4,676
7,228
14,888
11,537 10,331
(4,314)
Net income (loss)
(including non-
controlling interests)
5,625
3,795
6,106
11,850
10,439 8,802

(1,987)
Net income (loss)
attributable to equity
holders of the parent
5,210
3,301
5,247
10,368
9,399 8,210

(1,855)
Basic earnings per
common share(4)
$
8.1 0 $ 4.80
$ 5.31
$
7.41
$
6.
80 $
5.87
$ (1.34)
Diluted earnings per
common share(4 )
$
8.1 0 $ 4.79
$ 5.30
$
7.40
$
6.
78 $
5.86
$ (1.34)
Dividends declared per
share(5 )

-- $ 0.30
$ 0.50
$
1.30
$
1.
50 $
0.75
$ 0.375
Statement of Financial Position Data
(Amounts in $ millions except share data)

As of December 31,

As of June 30,

2004

2005

2006

2007

2008

2009

(unaudited)
Cash and cash equivalents, including
short-term investments and restricted
cash

$ 2,634
$ 2,149
$ 6,146
$ 8,105
$ 7,587
$
7,263
Property, plant and equipment

11,058
19,045
54,573
61,994
60,755
60,715
Total assets

21,692
33,867
112,681
133,625
133,088
127,118
Short-term debt and current portion of
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long-term debt

341
334
4,922
8,542
8,409
7,962
Long-term debt, net of current portion

1,639
7,974
21,645
22,085
25,667
22,164
Net assets

11,079
15,457
50,228
61,535
59,230
61,311

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Other Data
(Amounts in $ millions except volume data)

For the six-month period

For the year ended December 31,

ended June 30,

2004

2005
2006
2007
2008

2008

2009

(unaudited)
Net cash provided by operating
activities
$ 4,300 $ 3,874
$ 7,122 $ 16,532 $ 14,652 $ 6,214
$ 2,075
Net cash (used in) investing
activities
(656)

(7,512)
(8,576)
(11,909)
(12,428) (7,983)
(1,275)
Net cash (used in) provided by
financing activities
(2,118)

3,349
5,445
(3,417)
(2,132) 1,513
(1,177)
Total production of crude steel
(thousands of tonnes)
39,362
48,916
85,620
116,415
103,326 60,015

31,093
Total shipments of steel
products (thousands of
tonnes)(6)
35,067
44,614
78,950
109,724
101,691 59,037

32,926
(1)
Including $2,235 million, $2,339 million, $3,847 million, $4,767 million and $6,411 million of sales to related
parties for the years ended December 31, 2004, 2005, 2006, 2007 and 2008, respectively (see note 13 to the
ArcelorMittal Consolidated Financial Statements), and $3,156 million and $1,293 million of sales to related parties
for the six-month periods ended June 30, 2008 and 2009, respectively.
(2)
Including $1,021 million, $914 million, $1,740 million, $2,408 million and $2,391 million of purchases from related
parties for the years ended December 31, 2004, 2005, 2006, 2007 and 2008, respectively, and $1,460 million and
$670 million of purchases from related parties for the six-month periods ended June 30, 2008 and 2009,
respectively.
(3)
Including depreciation and impairment of $734 million, $1,113 million, $2,324 million, $4,570 million and $6,100
million for the years ended December 31, 2004, 2005, 2006, 2007 and 2008, respectively, and depreciation and
impairment of $2,855 million and $2,346 million for the six-month periods ended June 30, 2008 and 2009,
respectively.
(4)
Earnings per common share are computed by dividing net income attributable to equity holders of ArcelorMittal by
the weighted average number of common shares outstanding during the periods presented, considering retroactively
the shares issued by Mittal Steel in connection with its acquisition of LNM Holdings N.V. in 2004.
(5)
This does not include the dividends declared in 2004 by LNM Holdings prior to its acquisition by Ispat International
(a predecessor entity of Mittal Steel).
(6)
Shipment volumes of steel products for the operations of the Company include certain inter-company shipments.

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