Obligation ARCELORMITTAL 5% ( US03938LAK08 ) en USD

ARCELORMITTAL

102 % ▲

Luxembourg

US03938LAK08 ( en USD )

5% par an ( paiement semestriel )

15/05/2014 - Obligation échue

Prospectus brochure de l'obligation ARCELORMITTAL US03938LAK08 en USD 5%, échue

L'Obligation émise par ARCELORMITTAL ( Luxembourg ) , en USD, avec le code ISIN US03938LAK08, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2014

(a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg having its registered office at 19,
avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg, and registered with the Registre de Commerce
et des Sociétés of Luxembourg under number B 82.454)
5% Convertible Senior Notes due 2014
USD 800,000,000 principal amount
Issue price 100%
ArcelorMittal (the "Issuer" or "we" or "ArcelorMittal" or the "Company") has placed $800,000,000 principal amount of 5.00%
Convertible Senior Notes due 2014 (the "Notes"). Each Note has a nominal value and a principal amount of $1,000. The issue price of
the Notes is 100% of the principal amount of the Notes, plus acrrued interest, if any, as from May 6, 2009 (the "Issue Date").
Noteholders have the right (the "Conversion Right") to receive upon conversion, at the option of the Issuer, shares of ArcelorMittal, the
Cash Value (as defined below), or a combination thereof. The initial Conversion Ratio (as defined herein) is 33.1675 common shares of
ArcelorMittal per $1,000 principal amount of Notes, subject to certain adjustment provisions as described herein. The Cash Value is the
arithmetic mean of the product of: (a) the USD volume-weighted average price of a share; (b) the number of $1,000 principal amount of
Notes presented by a Noteholder in exercise of his Conversion Right; and (c) the Conversion Ratio in effect, on each of the fifteen
successive trading days commencing on the first trading day following the date on which the Issuer notifies the Noteholders, through the
Trustee (as defined herein), of its election to deliver shares, Cash Value or a combination thereof.
The Notes bear interest from the Issue Date at a rate of 5.00% per annum of the stated principal amount payable semi-annually in arrears
on May 15 and November 15 of each year, commencing on November 15, 2009. The Notes mature on May 15, 2014 (the "Maturity
Date").
Under specified circumstances investors may require us to repurchase Notes for a price equal to the principal amount of Notes to be
repurchased plus accrued and unpaid interest to the repurchase date (see "Terms and Conditions of the Notes--Put Options for the
Noteholders"). We will not be permitted to redeem the Notes at our option prior to the Maturity Date.
Payments on the Notes will be made without deduction for, or on account of, taxes of the Grand Duchy of Luxembourg, and no
additional payment to the Noteholders will be made by the Issuer in respect thereof (See "Terms and Conditions of the Notes--
Taxation; Additional Amounts").
The Notes constitute the direct, general, unsecured and unsubordinated obligations of the Issuer and rank pari passu with all present or
future unsecured and unsubordinated obligations and guarantees of the Issuer, subject to any applicable statutory exceptions.
Concurrently with the offering of the Notes, ArcelorMittal offered 140,882,634 common shares of ArcelorMittal (the "Shares
Offering"). The offering of the Notes was not contingent upon consummation of the Shares Offering.
See "Risk Factors" for a discussion of certain risks that you should consider in connection with an investment in the Notes.
The Notes were offered to the public in the United States of America pursuant to a registration statement filed with the Securities and
Exchange Commission (the "SEC"). In the European Union the Notes have been offered only to qualified investors by means of private
placements in accordance with applicable regulations within the meaning of the Prospectus Directive (as defined below).
The delivery of the Notes to investors was made in book-entry form only through the facilities of the Depositary Trust Company on May
6, 2009.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the Official List of the Luxembourg Stock
Exchange and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to the
Notes being "listed" (and all related references) shall mean that the Notes have been "listed" on the Official List of the Luxembourg
Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (MiFID) 2004/39/EC.
This document constitutes a prospectus for purposes of Article 5(3) of Directive 2003/71/EC (together with any applicable
implementing measures in any EU Member State, the "Prospectus Directive") and has been prepared in accordance with the
Luxembourg law of July 10, 2005 relating to prospectuses for securities and the rules promulgated thereunder. This Prospectus has been
filed with the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") and was approved by the CSSF on June 16,
2009 for the sole purpose of listing the Notes on the Official List of the Luxembourg Stock Exchange.
ArcelorMittal shares are listed on the Official List of the Luxembourg Stock Exchange ("MT") and are admitted to trading on the
Luxembourg Stock Exchange's regulated market. ArcelorMittal shares are also listed and traded (on a single order book as from
January 14, 2009) on the NYSE Euronext European markets (Paris, Amsterdam and Brussels) ("MT"), as well as on the New York
Stock Exchange ("NYSE") ("MT") and the stock exchanges of Madrid, Barcelona, Bilbao and Valencia ("MTS").
Prospectus dated June 16, 2009

This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive and for the purpose of
providing information with regard to the Issuer and its subsidiaries taken as a whole (the "Group") and the
Notes, which according to the particular nature of the Issuer and the Notes, is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer which has taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import
of such information.
This Prospectus is to be read in conjunction with all the documents that are incorporated herein by reference
(see "Documents Incorporated by Reference").
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Underwriters
(as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes in any jurisdiction in
which such an offer or invitation would be unlawful. The distribution of this Prospectus and the offering of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are
required by the Issuer and the Underwriters to inform themselves about and to observe any such restrictions.
ArcelorMittal and the Underwriters disclaim all responsibility for any violation of such restrictions by any
person.
For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see
"Subscription and Sale" below.
In making your investment decision, you should rely only on the information contained or incorporated by
reference in this Prospectus. No person is authorized to give any information or to make any representation not
contained in this Prospectus and any information or representation not so contained must not be relied upon as
having been authorized by or on behalf of the Issuer or the Underwriters. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been
most recently amended or supplemented or that there has been no adverse change in the financial position of the
Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection with the
Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in
the document containing the same.
No representation or warranty, expressed or implied, is made by the Underwriters as to the accuracy,
completeness or sufficiency of the information set out or incorporated by reference in this Prospectus, and
nothing set out or incorporated by reference in this Prospectus is, or shall be relied upon as, a promise,
representation or warranty by the Underwriters.
This Prospectus has been prepared by the Issuer on the basis that any investor in the Notes is a person or entity
having such knowledge and experience of financial matters as to be capable of evaluating the merits and risks of
such purchase. You should not construe anything in this Prospectus as legal, business, tax or other advice. You
should consult your own advisors as to legal, tax, business, financial and related aspects of an investment in the
Notes. In making an investment decision regarding the Notes you must rely on your own examination of the
Issuer and the Terms and Conditions of the Notes, and conduct such independent investigation and analysis
regarding the Issuer and the Notes, as you deem appropriate.
In this Prospectus unless otherwise specified or the context otherwise requires, references to "", "Euro" or
"euro" are to the single currency of the participating member states of the European Union which was
introduced on January 1, 1999, references to the "U.S." and to the "United States" are to the United States of
America, and references to "$" or "U.S. Dollars" are to the lawful currency of the United States of America.
Forward-Looking Statements
This Prospectus contains forward-looking statements 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
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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 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, it is believed that the factors set forth under "Risk Factors" herein could cause actual results
to differ materially from those discussed in the forward-looking statements.

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Table of Contents
Page
Forward-Looking Statements......................................................................................................................................i
Summary .................................................................................................................................................................... 1
Risk Factors..............................................................................................................................................................18
Documents Incorporated by Reference ...................................................................................................................35
Presentation of Certain Financial and Other Information .......................................................................................38
Selected Financial Information................................................................................................................................40
Terms and Conditions of the Notes..........................................................................................................................43
Use of Proceeds........................................................................................................................................................66
Recent Developments ..............................................................................................................................................67
Taxation ....................................................................................................................................................................81
Clearance and Settlement.........................................................................................................................................89
Subscription and Sale...............................................................................................................................................92
General Information.................................................................................................................................................96
Annex 1 Report on Profit Forecast .......................................................................................................................99

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Summary
This summary highlights certain aspects of ArcelorMittal's business and the Notes, but potential investors
should read this entire Prospectus, including the financial statements and accompanying notes and other
documents that are incorporated by reference, before making an investment decision. This summary should be
read as an introduction to this Prospectus. Any decision to invest in the Notes should be based on this
Prospectus as a whole. Prospective investors should also carefully consider the information set forth in this
Prospectus under the heading "Risk Factors." Under the relevant provisions of the Prospectus Directive, no
civil liability attaches to the responsible persons in any such Member State solely on the basis of this summary,
including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the
other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought
before a court in a Member State of the European Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is brought, be required to bear the costs of translating this
Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below or elsewhere in this Prospectus
shall have the same meanings in this summary.
Issuer
ArcelorMittal

Summary Description of Issuer
ArcelorMittal is the world's largest and most global steel
producer. It results from the combination in 2006 of Mittal Steel
and Arcelor, at the time respectively the world's largest and
second largest steel companies by production volume.
ArcelorMittal operates its business in six reportable operating
segments: Flat Carbon Americas; Flat Carbon Europe; Long
Carbon Americas and Europe; Asia, Africa and the
Commonwealth of Independent States ("CIS"); Stainless Steel;
and Steel Solutions and Services. ArcelorMittal's steel-making
operations have a high degree of geographic diversification.
Approximately 36% of its steel is produced in the Americas,
approximately 49% is produced in Europe and approximately
15% is produced in other countries, such as Kazakhstan, South
Africa and Ukraine. In addition, ArcelorMittal's sales are spread
over both developed and developing markets, which have
different consumption characteristics.
As of March 31, 2009, ArcelorMittal had approximately 305,000
employees.

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Summary Statements of Income Data
The following tables present selected consolidated audited 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 and 2008, prepared in accordance with International Financial Reporting
Standards as adopted in the European Union ("IFRS").
For the year ended

December 31,

2006
2007
2008

(Amounts in $ millions except per share data
and percentages)

Sales(1) .............................................................................................
$58,870
$105,216 $124,936
Cost of sales (including depreciation and impairment)(2)(3) ..........
48,378
84,953 106,110
Selling, general and administrative ...............................................
2,960
5,433
6,590
Operating income...........................................................................
7,532
14,830
12,236
Operating income as percentage of sales.......................................
12.8%
14.1%
9.8%
Other income-net............................................................................
49
--
--
Income from investments in associates and joint ventures...........
301
985
1,653
Financing costs-net ........................................................................
(654)
(927)
(2,352)
Income before taxes .......................................................................
7,228
14,888
11,537
Net income (including minority interest) ......................................
6,106
11,850 10,439
Net income attributable to equity holders of the parent................
5,247
10,368
9,399
Basic earnings per common share(4) ..............................................
$5.31
$7.41 $6.80
Diluted earnings per common share(4) ...........................................
$5.30
$7.40 $6.78
Dividends declared per share.........................................................
$0.50
$1.30 $1.50
Basic weighted average common shares outstanding (millions) ..
988
1,399

1,383
Diluted weighted average common shares outstanding
(millions) ........................................................................................
990
1,401
1,386
Summary Balance Sheets Data

As of December 31,

2006
2007
2008
(Amounts in $ millions

except share data)

Cash and cash equivalents, including short-term investments
and restricted cash..........................................................................
$6,146
$8,105 $7,587
Property, plant and equipment .......................................................
54,573
61,994
60,755
Total assets .....................................................................................
112,681
133,625
133,088
Short-term debt and current portion of long-term debt.................
4,922
8,542
8,409
Long-term debt, net of current portion ..........................................
21,645
22,085
25,667

2

As of December 31,

2006
2007
2008
(Amounts in $ millions

except share data)

Net assets........................................................................................
50,228
61,535
59,230
Summary Other Data
For the year ended

December 31,

2006
2007
2008
(Amounts in $ millions

except volume data)

Net cash provided by operating activities .....................................
$7,122
$16,532
$14,652
Net cash (used in) investing activities ...........................................
(8,576)
(11,909) (12,428)
Net cash provided by (used in) financing activities ......................
5,445
(3,417) (2,132)
Total production of crude steel (thousands of tonnes) ..................
85,620
116,415
103,326
Total shipments of steel products (thousands of tonnes)(5) ...........
78,950
109,724 101,691

Notes:

(1) Including $3,847 million, $4,767 million and $6,411 million of sales to related parties for the years ended
December 31, 2006, 2007 and 2008, respectively.
(2) $1,740 million, $2,408 million and $2,391 million of purchases from related parties for the years ended
December 31, 2006, 2007 and 2008, respectively.
(3) Including depreciation and impairment of $2,324 million, $4,570 million and $6,100 million for the years
ended December 31, 2006, 2007 and 2008, 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
(5) Shipment volumes of steel products for the operations of the Issuer include certain inter-company shipments

Summary Statements of Income Data for the Three Months Ended March 31, 2009
The following tables present selected consolidated financial information of ArcelorMittal as of the end of
the first quarter 2008 and 2009, prepared in accordance with IFRS.

For the three months ended March 31,

2008 2009

(in millions of U.S. dollars, except shares, per share,
employee, iron ore production and shipment data)
Sales $29,809
$15,122
Depreciation (1,129)
(1,118)
Impairment
(301)
-
Operating income (loss)
3,614
(1,483)
Operating margin %
12.1%
(9.8)%

3

Income (Loss) from equity method

investments and other income
329
(153)
Net interest expense
(303)
(304)
Foreign exchange and other net financing

(losses) gains
(191)
(265)
Revaluation of derivative instruments
(242)
(16)
Income (Loss) before taxes and minority

interest
3,207
(2,221)
Income tax (expense) benefit
(596)
1,088
Income (Loss) before minority interest
2,611
(1,133)
Minority interest
(240)
70
Net income (loss)
$2,371
$ (1,063)

Basic earnings (loss) per common share
$1.69
$(0.78)
Diluted earnings (loss) per common share
1.68
(0.78)
Weighted average common shares

outstanding (in millions)
1,407
1,366
Diluted weighted average common shares

outstanding (in millions)
1,410
1,367

Summary Balance Sheets Data as of March 31, 2009

As of March 31,

2008 2009

(in millions of US dollars)
ASSETS

Current Assets

Cash and cash equivalents and restricted cash

$7,244

$3,979
Trade accounts receivable net

11,694

6,335
Inventories
23,213 19,917
Prepaid expenses and other current assets

6,252

4,014
Total
Current
Assets
48,403 34,245

Goodwill and intangible assets

15,984

15,754
Property, plant and equipment

63,948

58,470
Investments in affiliates and joint ventures and other

assets

13,066

12,029
Total Assets

$141,401

$120,498

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

Payable to banks and current portion of long-term

debt

$9,537

$7,614
Trade accounts payable and others

15,879

8,371
Accrued expenses and other current liabilities

10,352

9,908
Total
Current
Liabilities
35,768 25,893

Long-term debt, net of current portion

25,119

23,076
Deferred tax liabilities

8,387

5,527
Other long-term liabilities

9,684

10,542
Total
Liabilities
78,958 65,038

Total
Shareholders'
Equity
57,889 51,762
Minority
Interest
4,554 3,698
Total
Equity
62,443 55,460
Total Liabilities and Shareholders' Equity

$141,401

$120,498

4

Summary Statement of Cash Flows Data for the Three Months Ended March 31, 2009

For the three months ended March 31,

2008 2009

(Amounts in $ millions)
Operating activities:

Net income (loss)

$2,371

$(1,063)
Adjustments to reconcile net income (loss) to net

cash provided by operations:

Minority interests

240

(70)
Depreciation and impairment

1,430

1,118
Deferred income tax

(12)

(938)
Change in operating working capital

(1,231)

2,427
Other operating activities (net)

(816)
(1,145)

Net cash provided by operating activities

1,982

329
Investing activities:

Purchase of property, plant and equipment

(975)

(850)
Other investing activities (net)

(1,408)

57
Net cash used in investing activities

(2,383)

(793)
Financing activities:

Proceeds (payments) relating to payable to banks
2,312
(2,535)
and long-term debt
Dividends paid

(661)

(345)
Share buy-back

(2,107)

-
Other financing activities (net)

17

(7)
Net cash (used in) financing activities

(439)

(2,887)
Net decrease in cash and cash equivalents

(840)

(3,351)
Effect of exchange rate changes on cash

168

(263)
Net decrease in cash and cash equivalents

$(672)

$(3,614)

5

Recent Developments and Trends
The sharp decline in global economic growth, combined with a
significant fall in capital investment plans, led to a collapse in
worldwide steel demand in the fourth quarter of 2008 and
continuing difficult steel market conditions in the first quarter of
2009. ArcelorMittal reported net losses of $2.6 billion for the
fourth quarter of 2008 and $1.1 billion for the first quarter of
2009. ArcelorMittal has implemented several initiatives in
response to the deteriorating economic and steel market
environment:
· Adapting its existing growth plan to reflect market
conditions, including capital expenditure reductions,
· Continuing production cuts of in line with reduced
demand,
· Targeting $5 billion in cost savings under its
management gains plan, of which $2 billion are expected
to be achieved in 2009,
· Implementing industrial optimization measures to
temporarily reduce fixed costs, as well as various other
measures to preserve liquidity and strong cash flow, and
· Targeting a $10 billion reduction in net debt from third
quarter of 2008 levels by the end of 2009 in order to
increase financial flexibility.

Summary Risk Factors
There are certain factors that may affect the Issuer's ability to fulfill its obligations under the Notes. These
include the following risk factors related to the global economy and the steel industry:
· The downturn in the global economy that accelerated during the second half of 2008 has caused a sharp
reduction in worldwide demand for steel, and a protracted global recession or a depression would have a
material adverse effect on the steel industry and ArcelorMittal;
· A protracted fall in steel prices would have a material adverse effect on the results of ArcelorMittal, as
could price volatility;
· Excess capacity, resulting in part from expanded production in China and other developing economies in
recent years, may hamper the steel industry's recovery and prolong the downward cycle;
· Volatility in the prices of raw materials, energy and transportation, including mismatches between trends in
prices for raw materials and steel, as well as limitations on or disruptions in the supply of raw materials,
could adversely affect ArcelorMittal's profitability;
· Unfair practices in steel trade could negatively affect steel prices and reduce ArcelorMittal's profitability;
· National trade restrictions could reduce or eliminate ArcelorMittal's access to steel markets;
· Developments in the competitive environment in the steel industry could have an adverse effect on
ArcelorMittal's competitive position and hence its business, financial condition, results of operations or
prospects;
· Competition from other materials could significantly reduce market prices and demand for steel products
and thereby reduce ArcelorMittal's cash flow and profitability;

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