Bond ArcelorMittal Steel 6.75% ( US03938LAS34 ) in USD

Issuer ArcelorMittal Steel
Market price refresh price now   101.806 %  ▲ 
Country  Luxembourg
ISIN code  US03938LAS34 ( in USD )
Interest rate 6.75% per year ( payment 2 times a year)
Maturity 28/02/2041



Prospectus brochure of the bond ArcelorMittal US03938LAS34 en USD 6.75%, maturity 28/02/2041


Minimal amount /
Total amount /
Cusip 03938LAS3
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Next Coupon 01/09/2025 ( In 100 days )
Detailed description ArcelorMittal is the world's leading steel and mining company, producing a wide range of steel products for construction, automotive, and other industries, with operations spanning multiple countries.

ArcelorMittal's USD-denominated bond (ISIN: US03938LAS34, CUSIP: 03938LAS3), issued in Luxembourg, currently trades at 104.03% of par value, offers a 6.75% coupon with semi-annual payments, and matures on February 28, 2041, and is rated BBB- by S&P and Baa3 by Moody's.







Prospectus Supplement filed pursuant to Rule 424(b)(2)
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-157658

PROSPECTUS SUPPLEMENT, dated February 28, 2011
(To prospectus dated March 3, 2009)
U.S.$500,000,000 3.75% notes due 2016
Issue price 99.573% plus accrued interest from March 7, 2011 if any
Interest payable March 1 and September 1
U.S.$1,500,000,000 5.50% notes due 2021
Issue price 99.357% plus accrued interest from March 7, 2011 if any
Interest payable March 1 and September 1
U.S.$1,000,000,000 6.75% notes due 2041
Issue price 99.176% plus accrued interest from March 7, 2011 if any
Interest payable March 1 and September 1
We are offering U.S.$500,000,000 aggregate principal amount of our 3.75% notes due March 1, 2016 (the "Series 2016 Notes"),
U.S.$1,500,000,000 aggregate principal amount of our 5.50% notes due March 1, 2021 (the "Series 2021 Notes") and U.S.$1,000,000,000
aggregate principal amount of our 6.75% notes due March 1, 2041 (the "Series 2041 Notes"). We refer to the Series 2016 Notes, the Series 2021
Notes and the Series 2041 Notes collectively as 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 of any series, in whole at any time, or in part from time to time, at the applicable make-whole redemption price
described in this prospectus supplement. We may also redeem the notes in whole but not in part 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 from time to time outstanding. 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 of each series will be issued in minimum denominations of U.S.$2,000 and
integral multiples of U.S.$1,000 in excess thereof.
The notes will not be listed on any securities exchange or quoted on any automated quotation system.
See "Risk Factors" beginning on page S-8 of this prospectus supplement for a discussion of certain risks that you should consider in
connection with an investment in the notes.

Proceeds, before
Underwriting
expenses, to
(1)
(1)


Issue Price

discounts

ArcelorMittal
Per Series 2016 Note

99.573%
0.35%
99.223%
Total

$497,865,000
$1,750,000
$496,115,000
Per Series 2021 Note

99.357%
0.45%
98.907%
Total

$1,490,355,000
$6,750,000
$1,483,605,000
Per Series 2041 Note

99.176%
0.875%
98.301%
Total

$991,760,000
$8,750,000
$983,010,000
(1) Plus accrued interest from March 7, 2011, 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 or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
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Prospectus Supplement filed pursuant to Rule 424(b)(2)
Delivery of the notes in book-entry form will be made on or about March 7, 2011 through The Depository Trust Company ("DTC") for the
accounts of its participants, including Clearstream, Luxembourg ("Clearstream") and the Euroclear System ("Euroclear") (as participants in DTC).

Joint Book-Running Managers:
BofA Merrill Lynch
Citi
J.P. Morgan



Co-Managers:

BBVA Securities
Crédit Industriel et
ING
Rabo Securities
Commercial (Groupe

Crédit Mutuel-CIC)





The date of this prospectus supplement is February 28, 2011.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-ii
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-25
USE OF PROCEEDS
S-26
RATIO OF EARNINGS TO FIXED CHARGES
S-27
CAPITALIZATION AND INDEBTEDNESS
S-28
DESCRIPTION OF NOTES
S-29
ADDITIONAL TAX CONSIDERATIONS
S-39
UNDERWRITING
S-40
Conflicts of Interest
S-42
EXPENSES OF THE OFFERING
S-43
VALIDITY OF NOTES
S-43
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
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and in any related free-writing prospectus we prepare or authorize. Neither we nor the underwriters have authorized anyone to
give you any other information, and neither we nor the underwriters take any responsibility for any other information that others may
give you. 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 or incorporated by reference in this prospectus supplement or the
accompanying prospectus 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 filed pursuant to Rule 424(b)(2)
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain forward-looking
statements based on estimates and assumptions. This prospectus supplement

S-ii
Table of Contents
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, among other things, statements concerning the business, future financial condition, results of operations and prospects of ArcelorMittal,
including its subsidiaries. These statements usually contain the words "believes", "plans", "expects", "anticipates", "intends", "estimates" or other
similar expressions. For each of these statements, you should be aware that forward-looking statements involve known and unknown risks and
uncertainties. Although it is believed that the expectations reflected in these forward-looking statements are reasonable, there is no assurance that
the actual results or developments anticipated will be realized or, even if realized, that they will have the expected effects on the business, financial
condition, results of operations or prospects of ArcelorMittal.
These forward-looking statements speak only as of the date on which the statements were made, and no obligation has been undertaken to
publicly update or revise any forward-looking statements made in this prospectus supplement, the accompanying prospectus or elsewhere as a
result of new information, future events or otherwise, except as required by applicable laws and regulations. In addition to other factors and matters
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, it is believed that the following factors,
among others, could cause actual results to differ materially from those discussed in the forward-looking statements:


· a prolonged period of weak economic growth, either globally or in ArcelorMittal's key markets;


· the risk that excessive capacity in the steel industry globally and particularly in China may hamper the steel industry's recovery;


· the risk of protracted weakness in steel prices or of price volatility;


· any volatility or increases in the cost, or shortages in the supply, of raw materials, energy and transportation;


· increased competition in the steel industry;

· the risk that unfair practices in steel trade could negatively affect steel prices and reduce ArcelorMittal's profitability, or that national

trade restrictions could hamper ArcelorMittal's access to key export markets;


· increased competition from other materials, which could significantly reduce market prices and demand for steel products;


· legislative or regulatory changes, including those relating to protection of the environment and health and safety;

· the risk that ArcelorMittal's high level of indebtedness could make it difficult or expensive to refinance its maturing debt, incur new

debt and/or flexibly manage its business;


· risks relating to greenfield and brownfield projects that are part of ArcelorMittal's growth strategy;


· risks relating to ArcelorMittal's mining operations;


· failure to manage continued growth through acquisitions;


· Mr. Lakshmi N. Mittal's ability to exercise significant influence over the outcome of shareholder voting;

· any loss or diminution in the services of Mr. Lakshmi N. Mittal, ArcelorMittal's Chairman of the Board of Directors and Chief

Executive Officer;

· the risk that the earnings and cash flows of ArcelorMittal's operating subsidiaries may not be sufficient to meet future funding needs at

the holding company level;

S-iii
Table of Contents
· the risk that changes in assumptions underlying the carrying value of certain assets, including as a result of adverse market conditions,

could result in impairment of tangible and intangible assets, including goodwill;

· the risk that significant capital expenditure and other commitments ArcelorMittal has made in connection with acquisitions may limit

its operational flexibility and add to its financing requirements;

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Prospectus Supplement filed pursuant to Rule 424(b)(2)

· ArcelorMittal's ability to fund under-funded pension liabilities;


· the risk of labor disputes;

· economic policy, political, social and legal risks and uncertainties in certain countries in which ArcelorMittal operates or proposes to

operate;

· fluctuations in currency exchange rates, particularly the euro to U.S. dollar exchange rate, and the risk of impositions of exchange

controls in countries where ArcelorMittal operates;


· the risk of disruptions to ArcelorMittal's manufacturing operations;


· damage to ArcelorMittal's production facilities due to natural disasters;


· the risk that ArcelorMittal's insurance policies may provide inadequate coverage;


· the risk of product liability claims;


· the risk of potential liabilities from investigations, litigation and fines regarding antitrust matters;

· the risk that ArcelorMittal's governance and compliance processes may fail to prevent regulatory penalties or reputational harm, both at

operating subsidiaries and joint ventures;

· the risk of unfavorable changes to, or interpretations of, the tax laws and regulations in the countries in which ArcelorMittal operates

are; and


· the risk that ArcelorMittal may not be able fully to utilize its deferred tax assets.
These factors are discussed in more detail in this prospectus supplement, including under "Risk Factors".


Unless indicated otherwise, or the context otherwise requires, references in this prospectus supplement and accompanying prospectus to
"ArcelorMittal," "we," "us," "our" and "the Company" or similar terms are to ArcelorMittal, formerly known as Mittal Steel Company N.V.
("Mittal Steel").

S-iv
Table of Contents
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 steel producer, with an annual production capacity of approximately 130 million tonnes of crude steel
for the year ended December 31, 2010. ArcelorMittal had sales of $78 billion and steel shipments of 85 million tonnes in the year ended
December 31, 2010. As of December 31, 2010, ArcelorMittal had approximately 274,000 employees (including discontinued operations).
ArcelorMittal is the largest producer of steel in North and South America and Africa, the second largest steel producer in the
Commonwealth of Independent States ("CIS") region, and has a growing presence in Asia, including investments in China. It is also the
largest steel producer in the European Union, with significant operations in France, Germany, Belgium, Spain, Luxembourg, Poland, the
Czech Republic and Romania. In addition, many of ArcelorMittal's operating units have access to developing markets that are expected to
experience, over time, above-average growth in steel consumption (such as Central and Eastern Europe, South America, India, Africa and
CIS).
ArcelorMittal has a diversified portfolio of products to meet a wide range of customer needs across all steel-consuming industries,
including the automotive, appliance, engineering, construction, energy and machinery industries. The Company sells its products in local
markets and through a centralized marketing organization to customers in approximately 174 countries. ArcelorMittal's diversified product
offering, together with its distribution network and research and development ("R&D") programs, enable it to build strong relationships with
customers, which include many of the world's major automobile and appliance manufacturers. With approximately 19% of the worldwide
market share of flat steel sheets for the automotive industry, ArcelorMittal is a strategic partner for the major original equipment
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Prospectus Supplement filed pursuant to Rule 424(b)(2)
manufacturers ("OEMs"), and has the capability to build long-term contractual relationships with them based on early vendor involvement,
contributions to global OEM platforms and common value-creation programs.
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.
Conflicts of Interest
As described under "Use of Proceeds", ArcelorMittal intends to use the net proceeds of this offering to repay existing indebtedness,
including its outstanding loans due on May 30, 2011 and November 30, 2011. These outstanding loans to be repaid consist of two installments
of a term loan extended by various banks.
Because more than 5% of the proceeds of this offering, not including underwriting compensation, will be used to repay the outstanding
loans to Citibank N.A., London Branch, JPMorgan Chase Bank, N.A. (London branch), BANCO BILBAO VIZCAYA ARGENTARIA, S.A.,
Paris Branch, Crédit Industriel et Commercial, ING Belgium NV and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., affiliates of
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BBVA Securities Inc., Crédit Mutuel--CIC, ING Financial Markets LLC, and
Rabo Securities USA, Inc., who are underwriters of the current offering, to the extent any one such underwriter, together with its affiliates,
receives more than 5% of the net proceeds, such underwriter would be considered to have a "conflict of interest" with us in regards to this
offering under FINRA Rule 5121, as administered by the Financial Industry Regulatory Authority, Inc. Pursuant to this rule, the appointment
of a qualified independent underwriter is not necessary in connection with the offering because the offering is of a class of securities that are
investment grade rated. Such underwriters will not confirm sales to any account over which they exercise discretionary authority without the
prior written consent of the account holder.


S-1
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.$500,000,000 in principal amount of 3.75% notes due 2016.


·
U.S.$1,500,000,000 in principal amount of 5.50% notes due 2021.


·
U.S.$1,000,000,000 in principal amount of 6.75% notes due 2041.

Issue Price
·
Series 2016 Notes: 99.573% of the principal amount, plus accrued interest from
March 7, 2011 (if any)

·
Series 2021 Notes: 99.357% of the principal amount, plus accrued interest from

March 7, 2011 (if any)

·
Series 2041 Notes: 99.176% of the principal amount, plus accrued interest from

March 7, 2011 (if any)

Maturity
·
Series 2016 Notes: March 1, 2016


·
Series 2021 Notes: March 1, 2021


·
Series 2041 Notes: March 1, 2041

Interest Rate
·
The Series 2016 Notes issued hereby will bear interest at the rate of 3.75% per
annum from March 7, 2011 based upon a 360-day year consisting of twelve 30-
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Prospectus Supplement filed pursuant to Rule 424(b)(2)
day months.

·
The Series 2021 Notes issued hereby will bear interest at the rate of 5.50% per

annum from March 7, 2011 based upon a 360-day year consisting of twelve 30-day
months.

·
The Series 2041 Notes issued hereby will bear interest at the rate of 6.75% per

annum from March 7, 2011 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 Series 2016 Notes issued hereby will be payable semi-annually in
arrears on March 1 and September 1 of each year, commencing on September 1,
2011.

·
Interest on the Series 2021 Notes issued hereby will be payable semi-annually in

arrears on March 1 and September 1 of each year, commencing on September 1,
2011.


S-2
Table of Contents
·
Interest on the Series 2041 Notes issued hereby will be payable semi-annually in

arrears on March 1 and September 1 of each year, commencing on September 1,
2011.

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
from time to time outstanding. 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 December 31, 2010, ArcelorMittal's total consolidated debt was
approximately U.S.$26 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.

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 of any series in whole at any
time, 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
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Prospectus Supplement filed pursuant to Rule 424(b)(2)
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.


S-3
Table of Contents
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 to repay existing
indebtedness. See "Use of Proceeds" for additional details.

Listing
The notes will not be listed on any securities exchange or quoted on any automated
quotation system.

Trustee, registrar, principal paying agent and transfer HSBC Bank USA, National Association.
agent

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 this prospectus supplement 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
Series 2016 Notes
Series 2021 Notes
Series 2041 Notes
Registered Global Note:
Registered Global Note:
Registered Global Note:
CUSIP: 03938LAT1
CUSIP: 03938LAU8
CUSIP: 03938LAS3
ISIN: US03938LAT17
ISIN: US03938LAU89
ISIN: US03938LAS34


S-4
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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 its predecessor
company Mittal Steel Company N.V., as of and for the years ended December 31, 2006, 2007, 2008, 2009 and 2010, prepared in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Following the approval
by the Board of Directors of ArcelorMittal meeting on December 7, 2010, to spin off the stainless steel business into a separate company
known as Aperam, the results of the stainless steel operations are presented as discontinued operations in accordance with IFRS 5 "Non-
current Assets Held for Sale and Discontinued Operations". Statements of Operations have been adjusted retrospectively for all periods
presented.
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Prospectus Supplement filed pursuant to Rule 424(b)(2)
The audited consolidated financial statements of ArcelorMittal (of which Mittal Steel is the predecessor) and its consolidated
subsidiaries, including the consolidated statements of financial position as of December 31, 2009 and 2010, and the consolidated statements of
operations, changes in equity and cash flows for each of the years ended December 31, 2008, 2009 and 2010, which we refer to as the
"ArcelorMittal Consolidated Financial Statements," are contained in our annual report on Form 20-F for the year ended December 31, 2010
(File No. 333-146371), including the ArcelorMittal Consolidated Financial Statements, which is referred to as our "2010 Form 20-F". The
ArcelorMittal Consolidated Financial Statements have been incorporated by reference in this prospectus supplement and the accompanying
prospectus. The summary consolidated financial information below should be read in conjunction with the ArcelorMittal Consolidated
Financial Statements, including the notes thereto.
Consolidated Statements of Operations
(Amounts in $ millions except per share data and percentages)



Year ended December 31,



2006


2007


2008


2009(6)

2010

Sales(1)

$55,726
$96,293
$116,942
$61,021

$78,025
Cost of sales (including depreciation and impairment)(2)(3)

45,686
77,331
98,739
58,815

71,084
Selling, general and administrative

2,871
4,996

6,243
3,676

3,336
Operating income/(loss)

7,169
13,966
11,960
(1,470)
3,605
Operating income as percentage of sales

12.86%
14.50%

10.23%
(2.41%)

4.62%
Other income--net


49

--

--

--


--
Income from investments in associates and joint ventures


300

985

1,650

56


451
Financing costs--net


(624)

(912)

(2,255)
(2,847)
(2,200)
Income/(loss) before taxes

6,894
14,039
11,355
(4,261)
1,856
Net income from continuing operations (including non-
controlling interest)

5,854
11,231
10,251

171

3,335
Discontinued operations


252

619

247

(57)

(330)
Net income attributable to equity holders of the parent

5,247
10,368

9,466

157

2,916
Net income (including non-controlling interest)

6,106
11,850
10,498

114

3,005
Earnings per common share--continuing operations (in U.S.
dollars)





Basic earnings per common share(4)


5.12

7.08

6.69

0.15


2.15
Diluted earnings per common share(4)


5.11

7.07

6.68

0.15


1.92


S-5
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Year ended December 31,



2006
2007
2008
2009(6)
2010
Earnings per common share--discontinued operations (in U.S.
dollars)





Basic earnings per common share(4)


0.19

0.33

0.15

(0.04)

(0.22)
Diluted earnings per common share(4)


0.19

0.33

0.15

(0.04)

(0.31)
Earnings per common share (in U.S. dollars)





Basic earnings per common share(4)


5.31

7.41

6.84

0.11

1.93
Diluted earnings per common share(4)


5.30

7.40

6.83

0.11

1.72
Dividends declared per share


0.50

1.30

1.50

0.75

0.75
Consolidated Statements of Financial Position(7)
(Amounts in $ millions except share data)



As of December 31,



2006

2007

2008

2009(6)

2010

Cash and cash equivalents including restricted cash(8)

$
6,146
$
8,105
$
7,587
$
6,009
$
6,289
Property, plant and equipment

54,573
61,994
60,251
60,385
54,344
Total assets

112,681
133,625
133,155
127,697
130,904
Short-term debt and current portion of long-term debt


4,922

8,542

8,409

4,135

6,716
Long-term debt, net of current portion

21,645
22,085
25,667
20,677
19,292
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Prospectus Supplement filed pursuant to Rule 424(b)(2)
Net assets

50,228
61,535
59,317
65,437
66,100
Share capital


17

9,269

9,269

9,950

9,950
Basic weighted average common shares outstanding
(millions)


988

1,399

1,383

1,445

1,512
Diluted weighted average common shares outstanding
(millions)


989

1,401

1,386

1,446

1,600


2006

2007

2008

2009(6)

2010

Other Data





Net cash provided by operating activities

$
7,122
$ 16,532
$ 14,652
$
7,278
$
4,015
Net cash used in investing activities


(8,576)
(11,909)
(12,428)

(2,784)

(3,438)
Net cash (used in) provided by financing activities


5,445

(3,417)

(2,132)

(6,347)

(7)
Total production of crude steel (thousands of tonnes)

84,541
114,190
101,129
71,620
90,582
Total shipments of steel products (thousands of tonnes)(5)

78,022
107,789
99,733
69,624
84,952

(1)
Including $3,847 million, $4,767 million, $6,405 million, $3,169 million and $4,873 million of sales to related parties for the years ended
December 31, 2006, 2007, 2008, 2009 and 2010, respectively (see Note 14 to the ArcelorMittal Consolidated Financial Statements).
(2)
Including $1,740 million, $2,408 million, $2,373 million, $1,942 million and $2,448 million of purchases from related parties for the
years ended December 31, 2006, 2007, 2008, 2009 and 2010, respectively.
(3)
Including depreciation and impairment of $2,234 million, $4,566 million, $5,759 million, $5,126 million and $4,920 million for the years
ended December 31, 2006, 2007, 2008, 2009 and 2010, respectively.
(4)
Basic 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. Diluted earnings per common share include assumed shares
from stock options and convertible debt (if dilutive) in the weighted average number of common shares outstanding during the periods
presented.


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(5)
Shipment volumes of steel products for the operations of the Company include certain inter-segment shipments.
(6)
During 2010, the Company finalized the purchase price allocation for DSTC and Noble. The 2009 information has been adjusted
retrospectively (see Note 3 to the ArcelorMittal Consolidated Financial Statements).
(7)
Stainless steel assets and liabilities are reclassified to assets and liabilities held for distribution only as at December 31, 2010 and not as
at the other year-ends in this table.
(8)
Including restricted cash of $120 million, $245 million, $11 million, $90 million and $82 million at December 31, 2006, 2007, 2008,
2009 and 2010, respectively.


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Table of Contents
RISK FACTORS
An investment in the notes offered using this prospectus supplement and the accompanying prospectus involves a high degree of risk. You
should carefully consider the risks described below before making an investment decision. The Company's business, financial condition and
results of operations could be materially and adversely affected by any of these risks. The risks described below are those known to ArcelorMittal
and that it currently believes may materially affect it.
Risks Related to the Global Economy and the Steel Industry.
The sharp downturn in the global economy in 2008-2009 caused a sharp reduction in worldwide demand for steel, and the recovery
through 2010 has been slow and uncertain. If the global economy or ArcelorMittal's key selling markets endure a protracted period of
weak growth or fall back into recession, this would have a material adverse effect on the steel industry and ArcelorMittal.
ArcelorMittal's activities and results are substantially affected by international, national and regional economic conditions. Starting in
http://www.sec.gov/Archives/edgar/data/1243429/000119312511053476/d424b2.htm#toc147969_11[3/3/2011 7:50:24 AM]


Prospectus Supplement filed pursuant to Rule 424(b)(2)
September 2008 and lasting through much of 2009, a steep downturn in the global economy, sparked by uncertainty in credit markets and
deteriorating consumer confidence, sharply reduced demand for steel products worldwide. The crisis has had, and to some extent continues to
have, a pronounced negative effect on ArcelorMittal's business and results of operations.
Although the global economy began to recover in the second half of 2009, the recovery has been slow and uncertain. See "Item 5--Operating
and Financial Review and Prospects--Overview--Economic Environment" of our 2010 Form 20-F. Another recession, an extended period of
below-trend growth in developed countries or a slowdown in emerging economies that are substantial consumers of steel (such as China, Brazil,
Russia and India, as well as emerging Asian markets, the Middle East and the Commonwealth of Independent States ("CIS") regions) would have a
material adverse effect on the steel industry. Renewed weakness in sectors of the economy that are substantial consumers of steel products, such as
the automotive industry and the construction industry, would also hurt ArcelorMittal. So far, the recovery from the economic crisis in the United
States and Europe, which accounted for 17% and 48% of ArcelorMittal's sales in 2010, has been feeble. An unsustainable or uneven recovery that
bypasses such key markets, or a renewed global downturn, would have an adverse effect on ArcelorMittal's results of operations and prospects.
Excess capacity and oversupply in the steel industry globally and particularly in China may hamper the steel industry's recovery.
In addition to economic conditions, the steel industry is affected by global production capacity and fluctuations in steel imports/exports and
tariffs. The steel industry has historically suffered from structural over-capacity. The industry is currently characterized by a substantial increase in
production capacity in the developing world, particularly in China, and also in India and other emerging markets. China is now the largest global
steel producer by a large margin, and the balance between its domestic production and consumption has been an important factor in global steel
prices in recent years. Chinese steel exports, or conditions favorable to them (excess steel capacity in China, an undervalued Chinese currency
and/or higher market prices for steel in markets outside of China) can have a significant impact on steel prices in other markets, including the U.S.
and Europe. Over the short to medium term ArcelorMittal remains exposed to the risk of steel production increases in China and other markets
outstripping increases in real demand, which may weigh on price recovery.
Protracted low steel prices would have a material adverse effect on the results of ArcelorMittal, as could price volatility.
Steel prices are volatile, reflecting the highly cyclical nature of the global steel industry. After rising steadily until mid-2008, global steel
prices fell sharply during the financial crisis of late 2008. Prices remained depressed

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Table of Contents
for nearly a year, and although a gradual recovery commenced in the second half of 2009, as of December 31, 2010 prices were still generally
below their recent peaks (depending on the region). See "Item 5--Operating and Financial Review and Prospects--Overview--Key Factors
Affecting Results of Operations--Steel Prices" of our 2010 Form 20-F. Low steel prices have an adverse effect on steel producers due to lower
revenues, margins and possible write-downs of finished steel products and raw material inventories (as experienced by ArcelorMittal in late 2008
and early 2009).
Significant price decreases during periods of economic weakness have historically not been balanced by commensurate price increases during
periods of economic recovery. This has once again been the case during the recent cycle. Although prices have stabilized to a certain degree, the
timing and extent of the recovery and any potential return to pre-crisis price levels remains uncertain. A sustained price recovery will likely require
a broad economic recovery in order to underpin an increase in real demand for steel products by end users.
In addition to macroeconomic trends, steel prices are sensitive to developments in particular industries, such as the automotive, construction,
appliance, machinery, equipment, infrastructure and transportation, which are the main markets for ArcelorMittal's products. A resumed downturn
in steel prices would materially and adversely affect ArcelorMittal's revenues and profitability, including because of potential further write-downs
of steel products and raw materials inventories.
Volatility in the supply and prices of raw materials, energy and transportation, and mismatches with steel price trends, could adversely
affect ArcelorMittal's profitability.
Steel production requires substantial amounts of raw materials and energy, including iron ore, coking coal and coke, scrap, electricity and
natural gas, which are subject to significant price volatility. In late 2008, the prices of most commodities used in the steel-making process collapsed
as a result of the global economic crisis, before recovering gradually by the end of 2010 to levels near those prevailing before the crisis, albeit with
significant increased volatility, due mainly to strong demand from customers in China and other emerging markets and the evolution of raw
materials pricing from annual, contract-based prices to quarterly prices linked to spot market references. See "Item 5--Operating and Financial
Review and Prospects--Overview--Key Factors Affecting Results of Operations--Raw Materials" of our 2010 Form 20-F.
The availability and prices of raw materials may be negatively affected by, among other factors: new laws or regulations; suppliers'
allocations to other purchasers; business continuity of suppliers; interruptions in production by suppliers (as occurred, for example, with respect to
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