Bond ArcelorMittal Steel 4.55% ( US03938LBA17 ) in USD

Issuer ArcelorMittal Steel
Market price refresh price now   100 %  ▲ 
Country  Luxembourg
ISIN code  US03938LBA17 ( in USD )
Interest rate 4.55% per year ( payment 2 times a year)
Maturity 10/03/2026



Prospectus brochure of the bond ArcelorMittal US03938LBA17 en USD 4.55%, maturity 10/03/2026


Minimal amount 2 000 USD
Total amount 750 000 000 USD
Cusip 03938LBA1
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating Ba1 ( Non-investment grade speculative )
Next Coupon 11/09/2025 ( In 110 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.

The Bond issued by ArcelorMittal Steel ( Luxembourg ) , in USD, with the ISIN code US03938LBA17, pays a coupon of 4.55% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/03/2026

The Bond issued by ArcelorMittal Steel ( Luxembourg ) , in USD, with the ISIN code US03938LBA17, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by ArcelorMittal Steel ( Luxembourg ) , in USD, with the ISIN code US03938LBA17, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B5
424B5 1 d718328d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE


Proposed Maximum
Proposed Maximum
Amount to be
Offering Price
Aggregate
Amount of
Class of Securities Offered

Registered

per Unit

Offering Price

Registration Fee(1)
Debt Securities

$750,000,000

99.715%

$747,862,500

$90,640.94


(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-223400

PROSPECTUS SUPPLEMENT
(To prospectus dated March 2, 2018)

$750,000,000 4.550% Notes Due 2026


Pursuant to this prospectus supplement, ArcelorMittal is offering $750,000,000 aggregate principal amount of 4.550% notes due March 11, 2026 (the
"notes").
We may redeem the notes, 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 100% of their principal amount 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. Interest on the notes offered hereby will be payable semi-annually in arrears on March 11 and September 11 of each year,
commencing on September 11, 2019.
The notes will constitute unsecured and unsubordinated obligations of ArcelorMittal and will rank equally in right of payment with all of its other
existing and future 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. The notes will be issued in minimum denominations of at least $2,000 and integral multiples of $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-10 of this prospectus supplement to read about factors you should
consider before investing in the notes.

Proceeds, Before
Underwriting
Expenses, to


Issue Price(1)

Discount(2)

ArcelorMittal(1)
Per Note


99.715%

0.430%

99.285%
Total

$747,862,500
$ 3,225,000
$ 744,637,500
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5

(1)
Plus accrued interest from March 11, 2019, if any.

(2)
In addition, the Company may pay, at its absolute and sole discretion, an aggregate discretionary fee of up to 0.150% of the principal amount of the
notes in such proportions as shall be determined by the Company. See "Underwriting (Conflicts of Interest)" beginning on page S-30 for additional
information regarding total underwriter compensation.
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.
Delivery of the notes in book-entry form will be made on or about March 11, 2019 through The Depository Trust Company ("DTC") for the
accounts of its participants, including Clearstream Banking, société anonyme, Luxembourg ("Clearstream") and the Euroclear System ("Euroclear") (as
participants in DTC).


Joint Book-Running Managers

BofA Merrill Lynch
Citigroup
Credit
Goldman Sachs & Co.
J.P. Morgan
RBC Capital Markets

Agricole CIB
LLC


BNP PARIBAS
COMMERZBANK
ING
Santander
SMBC Nikko
SOCIETE
UniCredit





GENERALE Capital Markets
The date of this prospectus supplement is March 6, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement



Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-2
SUMMARY
S-3
RISK FACTORS
S-10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-13
USE OF PROCEEDS
S-14
CAPITALIZATION AND INDEBTEDNESS
S-15
RECENT DEVELOPMENTS
S-16
DESCRIPTION OF NOTES
S-18
TAX CONSIDERATIONS
S-26
UNDERWRITING (CONFLICTS OF INTEREST)
S-30
EXPENSES OF THE OFFERING
S-35
VALIDITY OF THE NOTES
S-35
Prospectus



Page
ABOUT THIS PROSPECTUS


1
RISK FACTORS


2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


3
WHERE YOU CAN FIND MORE INFORMATION


3
FORWARD-LOOKING STATEMENTS


4
PRESENTATION OF CERTAIN INFORMATION


5
ARCELORMITTAL


6
USE OF PROCEEDS


7
DESCRIPTION OF SENIOR DEBT SECURITIES


8
DESCRIPTION OF SUBORDINATED DEBT SECURITIES

18
LEGAL OWNERSHIP OF DEBT SECURITIES

27
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5
CLEARANCE AND SETTLEMENT OF DEBT SECURITIES

29
DESCRIPTION OF ORDINARY SHARES

32
TAX CONSIDERATIONS

34
PLAN OF DISTRIBUTION

35
VALIDITY OF THE SECURITIES

37
EXPERTS

37
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. We
and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale are not permitted. This prospectus
supplement 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.

S-1
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 based on estimates and assumptions. 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 the Company undertakes no obligation 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. A detailed discussion of principal risks and uncertainties
which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk factors" in this
prospectus supplement.
Unless indicated otherwise, or the context otherwise requires, references herein to "ArcelorMittal", "we", "us", "our" and the "Company" or
similar terms are to ArcelorMittal, having its registered office at 24-26 boulevard d'Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg and its
consolidated subsidiaries.

S-2
Table of Contents
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
ArcelorMittal is the world's largest and most global steel producer and a significant producer of iron ore and coal, with production of
92.5 million tonnes of crude steel and, from own mines, 58.5 million tonnes of iron ore and 5.9 million tonnes of coal in 2018, as compared to
production of 93.1 million tonnes of crude steel and, from own mines, 57.4 million tonnes of iron ore and 6.3 million tonnes of coal in 2017.
ArcelorMittal had sales of $76.0 billion and steel shipments of 83.9 million tonnes for the year ended December 31, 2018, as compared to sales of
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5
$68.7 billion and steel shipments of 85.2 million tonnes for the year ended December 31, 2017. ArcelorMittal is the largest steel producer in North
and South America, Europe and Africa, a significant steel producer in the CIS and has a smaller but growing presence in Asia.
ArcelorMittal recorded net income attributable to equity holders of the parent of $5.1 billion for the year ended December 31, 2018, compared
to net income attributable to equity holders of the parent of $4.6 billion for the year ended December 31, 2017. As of December 31, 2018,
ArcelorMittal had equity attributable to the equity holders of the parent of $42.1 billion, total debt, which includes long-term debt, short-term debt
and debt classified as held for sale, of $12.6 billion, and cash and cash equivalents, including restricted cash, of $2.4 billion, compared to equity
attributable to the equity holders of the parent of $38.8 billion, total debt, which includes long-term debt and short-term debt, of $12.9 billion, and
cash and cash equivalents, including restricted cash, of $2.8 billion as of December 31, 2017.
ArcelorMittal's success is built on its core values of sustainability, quality and leadership and the entrepreneurial boldness that has empowered
its emergence as the first truly global steel and mining company. Acknowledging that a combination of structural issues and macroeconomic
conditions will continue to challenge returns in its sector, the Company has adapted its footprint to the new demand realities, redoubled its efforts to
control costs and repositioned its operations with a view toward outperforming its competitors. ArcelorMittal's research and development capability is
strong and includes several major research centers as well as strong academic partnerships with universities and other scientific bodies.
Against this backdrop, ArcelorMittal's strategy is to leverage four distinctive attributes that will enable it to capture leading positions in the
most attractive areas of the steel industry's value chain, from mining at one end to distribution and first-stage processing at the other: global scale and
scope; superior technical capabilities; a diverse portfolio of steel and related businesses, one of which is mining; and financial capabilities.
Geography: ArcelorMittal is the largest steel producer in the Americas, Africa and Europe and is the fifth largest steel producer in the
Commonwealth of Independent States ("CIS") region. ArcelorMittal has steel-making operations in 19 countries on four continents, including 48
integrated and mini-mill steel-making facilities. As of December 31, 2018, ArcelorMittal had approximately 209,000 employees.
ArcelorMittal's steel-making operations have a high degree of geographic diversification. Approximately 38% of its crude steel is produced in
the Americas, approximately 48% is produced in Europe and approximately 14% is produced in other countries, such as Kazakhstan, South Africa and
Ukraine. In addition, ArcelorMittal's sales of steel products are spread over both developed and developing markets, which have different
consumption characteristics. ArcelorMittal's mining operations, present in North and South America, Africa, Europe and the CIS region, are
integrated with its global steel-making facilities and are important producers of iron ore and coal in their own right.
Products: ArcelorMittal produces a broad range of high-quality finished and semi-finished steel products ("semis"). Specifically, ArcelorMittal
produces flat steel products, including sheet and plate, and long steel products, including bars, rods and structural shapes. In addition, ArcelorMittal
produces pipes and tubes for various applications. ArcelorMittal sells its steel products primarily in local markets and through its centralized

S-3
Table of Contents
marketing organization to a diverse range of customers in approximately 160 countries including the automotive, appliance, engineering, construction
and machinery industries. The Company also produces various types of mining products including iron ore lump, fines, concentrate and sinter feed, as
well as coking, pulverized coal injection ("PCI") and thermal coal.
As a global steel producer, the Company is able to meet the needs of different markets. Steel consumption and product requirements clearly
differ between developed markets and developing markets. Steel consumption in developed economies is weighted towards flat products and a higher
value-added mix, while developing markets utilize a higher proportion of long products and commodity grades. To meet these diverse needs, the
Company maintains a high degree of product diversification and seeks opportunities to increase the proportion of higher value-added products in its
product mix.
Automotive focus: ArcelorMittal has a leading market share in its core markets in the automotive steel business and is a leader in the fast-
growing advanced high strength steels segment. ArcelorMittal is the first steel company in the world to embed its own engineers within an automotive
customer to provide engineering support. The Company begins working with original equipment manufacturers ("OEMs") as early as five years
before a vehicle reaches the showroom, to provide generic steel solutions, co-engineering and help with the industrialization of the project. In
November 2016, ArcelorMittal introduced a new generation of advanced high strength steels, including new press hardenable steels and martensitic
steels. Together, these new steel grades aim to help automakers further reduce body-in-white weight to improve fuel economy without compromising
vehicle safety or performance. In November 2017, ArcelorMittal launched the second generation of its iCARe® electrical steels. iCARe® steel grades
play a central role in the construction of electric motors.
Mining Value Chain: ArcelorMittal has a significant portfolio of raw material and mining assets. In 2018, approximately 49% of ArcelorMittal's
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5
iron-ore requirements and approximately 12% of its PCI and coal requirements were supplied from its own mines. The Company currently has iron
ore mining activities in Brazil, Bosnia, Canada, Kazakhstan, Liberia, Mexico, Ukraine and the United States. The Company currently has coal mining
activities in Kazakhstan and the United States.
In addition, ArcelorMittal produces substantial amounts of direct reduced iron, or DRI, which is a scrap substitute used in its mini-mill facilities
to supplement external metallics purchases. ArcelorMittal is also a significant producer of coke, which is produced from metallurgical coal and is a
critical raw material for steel-making, satisfying 91% of its coke needs through its own production facilities. ArcelorMittal's facilities have good
access to shipping facilities, including through ArcelorMittal's own, or partially owned, 15 deep-water port facilities and linked railway sidings.
ArcelorMittal has its own downstream steel distribution business, primarily run through its Europe segment. It also provides value-added and
customized steel solutions through additional processing activities to meet specific customer requirements.
Corporate and Other Information
ArcelorMittal is a public limited liability company (société anonyme) that was incorporated for an unlimited period under the laws of the Grand
Duchy 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: 24-26 boulevard d'Avranches L-1160, Luxembourg, Grand Duchy of Luxembourg, tel:
+352 4792-1. ArcelorMittal's process agent for U.S. federal securities law purposes is ArcelorMittal USA Holdings II LLC, 1 South Dearborn Street,
19th Floor, Chicago, Illinois 60603, United States of America, tel: + 1 312 899 3772.
Recent Developments
A description of certain recent developments may be found in "Recent Developments" of this prospectus supplement. For additional
information, see "Item 4.A--Information on the Company--History and development of the Company--Recent Developments" in the 2018 20-F.

S-4
Table of Contents
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
$750,000,000 in principal amount of 4.550% notes due 2026.

Issue Price
99.715% of the principal amount, plus accrued interest from March 11, 2019 (if any).

Maturity Date
March 11, 2026.

Interest Rate
The notes offered hereby will bear interest at the rate of 4.550% per annum from March 11,
2019 based upon a 360-day year consisting of twelve 30-day months.

Interest Payment Dates
Interest on the notes offered hereby will be payable semi-annually in arrears on March 11
and September 11 of each year, commencing on September 11, 2019.

Ranking
The notes will constitute unsecured and unsubordinated obligations of ArcelorMittal and will
rank equally in right of payment with all of its other existing and future 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, 2018, ArcelorMittal's total debt, which includes long-term debt,
short-term debt and debt classified as held for sale, was $12.6 billion ($0.9 billion of which
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5
was consolidated subsidiary level debt), and ArcelorMittal had approximately $522 million
of consolidated secured indebtedness outstanding. As of December 31, 2018, ArcelorMittal
also had $5.5 billion of indebtedness available to be drawn under existing credit facilities, all
of which would be unsecured; ArcelorMittal USA LLC (a subsidiary of ArcelorMittal,
"ArcelorMittal USA") had $1.0 billion of indebtedness available to be drawn under an asset-
based revolving credit facility, all of which would be secured; and ArcelorMittal South
Africa Ltd. (a subsidiary of ArcelorMittal, "ArcelorMittal South Africa") had a
ZAR4.5 billion borrowing base facility, under which ZAR0.3 billion ($21 million) had been
drawn, all of which is or would be secured. ArcelorMittal is also a borrower under and has
guaranteed all amounts that may be borrowed by the joint venture it has formed with Nippon
Steel and Sumitomo Metal Corporation ("NSSMC") in view of the acquisition of Essar Steel
India Limited ("ESIL") under a $7 billion term facilities agreement. ArcelorMittal had drawn
$1.0 billion under such facility as of December 31, 2018. 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 Notes--Additional Amounts."

S-5
Table of Contents
Additional Notes
We may issue additional notes ranking equally with the notes in all respects, so that such
additional notes will be consolidated and form a single series with the series of notes issued
hereby and will have the same terms as to status, redemption or otherwise as such notes;
provided, however, that unless such additional notes are issued under a separate CUSIP
number, either such additional notes must be part of the same "issue" for U.S. federal income
tax purposes or must be issued pursuant to a "qualified reopening" for U.S. federal income
tax purposes. See "Description of Notes--Additional Notes."

Covenants
The indenture relating to the notes contains restrictions on ArcelorMittal's ability to pledge
assets, to merge or engage in similar transactions. For a more complete description see
"Description of Senior Debt Securities--Consolidation, Merger, Conveyance or Transfer" in
the accompanying prospectus and "Description of Notes--Covenants--Negative Pledge"
herein.

Redemption Events
Optional Redemption. We may redeem the notes in whole at any time, or in part from time
to time at our 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, if any, up to but excluding the redemption date. See "Description of Notes--
Redemption, Exchange and Purchase--Redemption at the Option of the Company."

Optional 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 Notes--Additional Amounts," 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, if any, up to but excluding the date of redemption.
See "Description of Notes--Redemption, Exchange and Purchase--Redemption for Taxation
Reasons."

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, if any, up to but
excluding the date of purchase. See "Description of Notes--Redemption, Exchange and
Purchase--Offer to Purchase upon a Change of Control."
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5

Use of Proceeds
ArcelorMittal intends to use the net proceeds of this offering towards repayment of existing
debt including the $1 billion outstanding under a $7 billion term facilities agreement. 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
Wilmington Trust, National Association

Securities Administrator and Paying and Transfer Agent Citibank, N.A.

Governing Law
The indenture and the notes will be governed by the laws of the State of New York. For the
avoidance of doubt, the provisions of articles

S-6
Table of Contents
470-1 to 470-19 of the Luxembourg law of August 10, 1915 on commercial companies, as

amended, do not apply to the notes.

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.

Conflicts of Interest
Affiliates of the underwriters are lenders under ArcelorMittal's $7 billion term facilities
agreement. As described in "Use of Proceeds," the net proceeds of this offering will be used
to repay existing debt, including amounts outstanding under a $7 billion term facilities
agreement. Because more than 5% of the proceeds of this offering, not including the
underwriting discount or any potential discretionary fee, may be received by affiliates of the
underwriters, this offering is being conducted in compliance with the requirements of FINRA
Rule 5121, as administered by the Financial Industry Regulatory Authority, Inc. Accordingly,
the underwriters will not confirm any sales to any account over which it exercises
discretionary authority without the specific written approval of the account holder. Pursuant
to FINRA Rule 5121, the appointment of a qualified independent underwriter is not
necessary in connection with this offering, as the offering is of debt securities that are
investment-grade rated. For more information, see "Underwriting--Conflicts of Interest."

Global Note Codes
CUSIP: 03938L BA1
ISIN: US03938LBA17

S-7
Table of Contents
Summary Consolidated Financial Information and Operating Data
The following tables present summary consolidated financial information of ArcelorMittal as of and for each of the years ended December 31,
2018, 2017, 2016, 2015 and 2014, each prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board ("IFRS"). The audited consolidated financial statements of ArcelorMittal and its consolidated subsidiaries, including the
consolidated statements of financial position as of December 31, 2018 and 2017, and the consolidated statements of operations, other comprehensive
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5
income, changes in equity and cash flows for each of the years ended December 31, 2018, 2017 and 2016, and the related notes, which we refer to as
the "ArcelorMittal Consolidated Financial Statements," are contained in ArcelorMittal's 2018 annual report on Form 20-F filed with the SEC on
February 25, 2019 (the "2018 20-F") and incorporated by reference herein. The ArcelorMittal Consolidated Financial Statements have been
incorporated by reference in this prospectus supplement and the accompanying prospectus. The following summary consolidated financial information
should be read in conjunction with the ArcelorMittal Consolidated Financial Statements, including the notes thereto.
Summary Consolidated Statement of Operations Data



Year ended December 31,


2018
2017
2016
2015
2014

(Amounts in $ millions except per share data)
Sales(1)
76,033 68,679 56,791 63,578 79,282
Cost of sales(2)
67,025 60,876 50,428 65,196 73,288
Selling, general and administrative expenses
2,469 2,369 2,202 2,543 2,960
Operating income/(loss)
6,539 5,434 4,161 (4,161) 3,034
Income (loss) from associates, joint ventures and other investments

652
448
615 (502) (172)
Financing costs--net
(2,210) (875) (2,056) (2,858) (3,382)
Income/(loss) before taxes
4,981 5,007 2,720 (7,521) (520)
Net income/(loss) from continuing operations (including non-controlling interest)
5,330 4,575 1,734 (8,423) (974)
Net income/(loss) attributable to equity holders of the parent
5,149 4,568 1,779 (7,946) (1,086)
Net income/(loss) (including non-controlling interest)
5,330 4,575 1,734 (8,423) (974)
Earnings/(loss) per common share--continuing operations (in U.S. dollars) (3)(4)





Basic earnings/(loss) per common share

5.07
4.48
1.87 (10.29) (1.43)
Diluted earnings/(loss) per common share

5.04
4.46
1.86 (10.29) (1.43)
Earnings/(loss) per common share (in U.S. dollars)(3)(4)





Basic earnings/(loss) per common share

5.07
4.48
1.87 (10.29) (1.43)
Diluted earnings/(loss) per common share

5.04
4.46
1.86 (10.29) (1.43)
Dividends declared per share(5)(6)

0.20
0.10
--
--
0.45

Notes:
(1) Including $8,259 million, $7,503 million, $5,634 million, $6,124 million and $6,606 million of sales to related parties for the years ended December 31, 2018, 2017,
2016, 2015 and 2014, respectively.
(2) Including $1,116 million, $1,033 million, $1,390 million, $1,460 million and $1,355 million of purchases from related parties for the years ended December 31, 2018,
2017, 2016, 2015 and 2014, respectively.
(3) 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, shares from restricted stock units and
convertible debt (if dilutive) in the weighted average number of common shares outstanding during the periods presented. See note 10.3 to the ArcelorMittal
Consolidated Financial Statements for further information.
(4) Following ArcelorMittal's equity offering in April 2016, the earnings (loss) per share for prior periods have been recast in accordance with IFRS for the years ended
December 31, 2015 and 2014, respectively, to include the bonus element derived from the 35% discount to the theoretical ex-right price included in the subscription
price. Following the completion of ArcelorMittal's share consolidation of each three existing shares into one share without nominal value on May 22, 2017, the earnings
(loss) per share and corresponding basic and diluted weighted average common shares outstanding for the years ended December 31, 2016, 2015 and 2014, respectively,
have been recast in accordance with IFRS.
(5) Following ArcelorMittal's equity offering in April 2016, the dividends declared per share for prior periods have been recast for the year ended December 31, 2014 to
include the bonus element derived from the 35% discount to the theoretical ex-right price included in the subscription price. The actual dividends paid were $0.20 per
issued share as of December 31, 2014. Following the completion of the Company's share consolidation of each three existing shares into one share without nominal
value on May 22, 2017, the dividends declared per share for the year ended December 31, 2014, have been recast.
(6) On May 9, 2018 at the annual general meeting of shareholders, the shareholders approved the Company's dividend of $0.10 per share. The dividend amounted to
$101 million and was paid on June 13, 2018. The Board is proposing an increase in the base dividend for 2019 (paid from 2018 earnings) to $0.20 per share to the
shareholders at the annual shareholders meeting in May 2019.

S-8
Table of Contents
Summary Consolidated Statement of Financial Position Data



As of December 31,



2018

2017

2016

2015

2014



(Amounts in $ millions except share data)

Cash and cash equivalents
2,172 2,574 2,501
4,002
3,893
Restricted cash

182
212
114
100
123
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5
Property, plant and equipment
35,638 36,971 34,831 35,700 46,465
Total assets
91,249 85,297 75,142 76,846 99,179
Short-term debt and current portion of long-term debt
3,167 2,785 1,885
2,308
2,522
Long-term debt, net of current portion
9,316 10,143 11,789 17,478 17,275
Net assets
44,108 40,855 32,325 27,570 45,160
Share capital

364
401
401 10,011 10,011
Basic weighted average common shares outstanding (millions)(1)
1,015 1,020
953
772
771
Diluted weighted average common shares outstanding (millions)(1)
1,021 1,024
955
772
771

Notes:
(1) Following the Company's equity offering in April 2016, the earnings (loss) per share for prior periods have been recast in accordance with IFRS for the years ended
December 31, 2015 and 2014, respectively, to include the bonus element derived from the 35% discount to the theoretical ex-right price included in the subscription
price. Following the completion of the Company's share consolidation of each three existing shares into one share without nominal value on May 22, 2017, the earnings
(loss) per share and corresponding basic and diluted weighted average common shares outstanding for the years ended December 31, 2016, 2015 and 2014, respectively,
have been recast in accordance with IFRS.
Summary Consolidated Other Data



Year ended December 31,



2018
2017
2016
2015
2014


$ millions (unless otherwise indicated)

Net cash provided by operating activities
4,196 4,563 2,708 2,151 3,870
Net cash (used in) investing activities
(3,759) (2,830) (1,143) (2,170) (3,077)
Net cash (used in) provided by financing activities
(689) (1,731) (2,926)
395 (2,750)
Total production of crude steel (millions of tonnes)
92.5 93.1 90.8 92.5 93.1
Total shipments of steel products (millions of tonnes)
83.9 85.2 83.9 84.6 85.1

S-9
Table of Contents
RISK FACTORS
Investing in the notes involves risk. You should consider carefully the risks described below, together with the risks described in the documents
incorporated by reference into this prospectus supplement, before you decide to buy our notes. If any of these risks actually occurs, our business, financial
condition and results of operations could suffer, and the trading price and liquidity of the notes could decline, in which case you may lose all or part of
your investment. The risks described herein are not the only risks ArcelorMittal faces. Additional risks and uncertainties not presently known to
ArcelorMittal or that ArcelorMittal currently believes to be immaterial could also materially affect it.
Risks Relating to ArcelorMittal
You should read "Risk Factors" under "Item 3D--Key Information--Risk Factors" of the 2018 20-F, which is incorporated by reference in this
prospectus supplement, for information on risks relating to ArcelorMittal, including its industry, business and financial structure.
Risks Related to an Investment in the Notes.
In this section, unless the context indicates otherwise, the terms "we," "our", "the Company" and "ArcelorMittal" refer to ArcelorMittal alone.
Since ArcelorMittal conducts its operations through subsidiaries, your right to receive payments on the notes is effectively subordinated to the
other liabilities of ArcelorMittal's subsidiaries.
ArcelorMittal is a holding company which is dependent on the earnings and cash flows of, and dividends and distributions from, its operating
subsidiaries to meet its debt servicing obligations. In addition, ArcelorMittal's subsidiaries have no obligation, contingent or otherwise, to pay amounts due
under the notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments. Claims of the creditors of
ArcelorMittal's subsidiaries have priority as to the assets of such subsidiaries over the claims of ArcelorMittal's creditors. Consequently, holders of the
notes are in effect structurally subordinated, on insolvency, to the prior claims of the creditors of ArcelorMittal's subsidiaries. There is no limitation under
the notes on the ability of ArcelorMittal's subsidiaries to incur debt. As of December 31, 2018, ArcelorMittal's total debt, which includes long-term debt,
short-term debt and debt classified as held for sale, was $12.6 billion ($0.9 billion of which was consolidated subsidiary level debt). In addition,
ArcelorMittal USA, a subsidiary of ArcelorMittal, has entered into a five-year senior secured asset-based revolving credit facility of up to $1 billion, and it
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


424B5
was fully available as of December 31, 2018. This facility is secured by inventory and certain other working capital and related assets of ArcelorMittal
USA and certain of its subsidiaries in the United States. ArcelorMittal South Africa, a subsidiary of ArcelorMittal, has entered into a three-year revolving
borrowing base finance facility of up to ZAR4.5 billion. Any borrowings under this facility are secured by certain eligible inventory and receivables, as
well as certain other working capital and related assets of ArcelorMittal South Africa. As of December 31, 2018, ZAR0.3 billion ($21 million) was drawn.
Lenders under these facilities are accordingly senior to holders of the Notes. ArcelorMittal is also a borrower under and has guaranteed all amounts that
may be borrowed by the joint venture it has formed with NSSMC in view of the acquisition of ESIL under a $7 billion term facilities agreement.
ArcelorMittal had drawn $1.0 billion under such facility as of December 31, 2018. No assurance can be given that ArcelorMittal will not enter into further
secured financing arrangements in the future, either directly or through subsidiaries.
ArcelorMittal's ability to make debt service payments depends on its ability to transfer income and dividends from its subsidiaries.
ArcelorMittal is a holding company with no significant assets other than direct and indirect interests in the many subsidiaries through which it
conducts operations. A number of ArcelorMittal's subsidiaries are located in countries that may impose regulations restricting the transfer of dividends and
other income outside of the country through exchange control regulations.
Furthermore, the continued transfer to ArcelorMittal of dividends and other income from its subsidiaries are in some cases limited by various credit
or other contractual arrangements and/or tax constraints, which could make such payments difficult or costly. If in the future these restrictions are increased
or if ArcelorMittal is otherwise unable to ensure the continued transfer of dividends and other income to it from these subsidiaries, its ability to make debt
payments (including on the notes) will be impaired. The notes do not restrict ArcelorMittal or its subsidiaries from incurring additional debt or
guaranteeing additional debt in the future.

S-10
Table of Contents
Since the notes are unsecured, your right to receive payments will be structurally subordinated to the secured indebtedness of ArcelorMittal.
The notes will be unsecured. There is no limitation under the notes on ArcelorMittal's ability to incur secured debt. As of December 31, 2018,
ArcelorMittal had approximately $522 million of consolidated secured indebtedness outstanding. If ArcelorMittal defaults on the notes, or after the
bankruptcy, liquidation or reorganization of ArcelorMittal, then, to the extent the obligor has granted security over its assets, the assets that secure debts
owed to that creditor will be used to satisfy the obligations under that secured debt before the obligor can make payment on the notes, as applicable. There
may only be limited assets available to make payments on the notes in the event of an acceleration of the notes. If there is not enough collateral to satisfy
the obligations of the secured debt, then the creditors of the remaining amount of secured debt would share equally with all unsubordinated unsecured
indebtedness (save for certain mandatory exceptions provided by Luxembourg law).
ArcelorMittal may incur additional indebtedness, which could increase the risks associated with its already substantial indebtedness.
As of December 31, 2018, ArcelorMittal had $5.5 billion available to be drawn under its existing unsecured revolving credit facility, ArcelorMittal
USA had $1.0 billion available to be drawn under its existing senior secured asset-based revolving credit facility and ArcelorMittal South Africa had a
ZAR4.5 billion borrowing base facility, under which ZAR0.3 billion ($21 million) had been drawn, all of which is or would be secured. ArcelorMittal is
also a borrower under and has guaranteed all amounts that may be borrowed by the joint venture it has formed with NSSMC in view of the acquisition of
ESIL under a $7 billion term facilities agreement. ArcelorMittal had drawn $1.0 billion under such facility as of December 31, 2018. Although the terms of
ArcelorMittal's principal credit facilities include a financial covenant that may limit ArcelorMittal's ability to draw down on the facility or to incur
additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances the amount
of additional indebtedness that may be drawn down or incurred in compliance with these restrictions could be substantial. In addition, the terms of the notes
place no restrictions on ArcelorMittal's ability to incur additional debt. ArcelorMittal's subsidiaries may also be able to incur substantial additional
indebtedness in the future. If the Company incurs additional indebtedness, the related risks that the Company now faces could intensify.
ArcelorMittal is not restricted in its ability to dispose of assets by the terms of the notes.
The indenture governing the notes contains a negative pledge that, subject to certain exceptions, prohibits ArcelorMittal and its material subsidiaries
(as defined in the indenture) from pledging assets to secure other bonds or similar debt instruments, which are for the time being quoted or listed on any
stock exchange or other similar regulated securities market, unless ArcelorMittal makes a similar pledge to secure the notes issued under the indenture.
However, ArcelorMittal is generally permitted to sell or otherwise dispose of substantially all of its assets to another corporation or other entity under the
terms of the notes. ArcelorMittal is also permitted to pledge assets as security for other bonds or similar debt instruments in certain circumstances (i.e., in
the case of permitted security as defined in the indenture). If ArcelorMittal decides to dispose of a large amount of its assets, you will not be entitled to
declare an acceleration of the maturity of the notes, and those assets will no longer be available to support payments on the notes.
A downgrade in ArcelorMittal's credit rating or arbitrage trading could adversely affect the trading prices of the notes.
The trading prices for the notes are directly affected by ArcelorMittal's credit rating. Credit rating agencies continually revise their ratings for
companies that they follow, including ArcelorMittal. Any ratings downgrade could adversely affect the trading prices of the notes or the trading markets for
https://www.sec.gov/Archives/edgar/data/1243429/000119312519068885/d718328d424b5.htm[3/8/2019 2:36:59 PM]


Document Outline