Obligation ArcelorMittal 9% ( US03938LAL80 ) en USD

ArcelorMittal

100 % ▲

Luxembourg

US03938LAL80 ( en USD )

9% par an ( paiement semestriel )

15/02/2015 - Obligation échue

Prospectus brochure de l'obligation ArcelorMittal US03938LAL80 en USD 9%, échue

2 000 USD

750 000 000 USD

03938LAL8

NR

NR

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAL80, paye un coupon de 9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2015

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAL80, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAL80, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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

Aggregate
Amount of
Class of securities offered

offering price
registration fee
Debt Securities

$2,250,000,000
$
125,550 (1)

(1) The filing fee of $125,550 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-157658
PROSPECTUS SUPPLEMENT
(To prospectus dated March 3, 2009)

U.S.$750,000,000 9.0% notes due 2015
Issue price 98.931%
Interest payable February 15 and August 15
U.S.$1,500,000,000 9.850% notes due 2019
Issue price 97.522%
Interest payable June 1 and December 1
We are offering U.S.$750,000,000 aggregate principal amount of our 9.0% notes due February 15, 2015 (the
"Series 2015 Notes"), and U.S.$1,500,000,000 aggregate principal amount of our 9.850% notes due June 1, 2019
(the "Series 2019 Notes"). We refer to the Series 2015 Notes and the Series 2019 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 or in part from time to time, at a make-whole redemption price
described in this prospectus supplement. We may also redeem the notes at par if certain tax-related events occur
(as described in more detail in this prospectus supplement). We may be required to make an offer to purchase all
or a portion of each holder's notes upon the occurrence of certain change of control events at a purchase price
equal to 101% of the principal amount tendered plus accrued and unpaid interest, if any, to the date of purchase.
The notes will be unsecured and unsubordinated obligations of ArcelorMittal and will rank equally with
ArcelorMittal's unsecured and unsubordinated indebtedness. The notes will be effectively subordinated to all of
ArcelorMittal's existing and future secured indebtedness to the extent of the value of the collateral by which it is
secured and to all existing and future indebtedness of ArcelorMittal's subsidiaries with respect to the assets of
those subsidiaries. The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.
S.$1,000 in excess thereof.
The notes are expected to be assigned a rating of "Baa2" by Moody's Investor Services, Inc. ("Moody's"), "BBB
+" by Standard & Poor's Ratings Services ("Standard & Poor's") and "BBB+" by Fitch Inc. ("Fitch").
See "Risk Factors" beginning on page 1 of the accompanying prospectus for a discussion of certain
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risks that you should consider in connection with an investment in the notes.

Proceeds, before
Underwriting
expenses, to

Issue Price(1)

discounts
ArcelorMittal
Per Series 2015 Note

98.931%

0.35%

98.581%
Total

$ 741,982,500
$ 2,625,000
$ 739,357,500
Per Series 2019 Note

97.522%

0.45%

97.072%
Total

$1,462,830,000
$ 6,750,000
$1,456,080,000

(1)
Plus accrued interest from May 20, 2009 (if any).
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement.
Any representation to the contrary is a criminal offense.
Delivery of the notes in book-entry form will be made on or about May 20, 2009 through the Depository Trust
Company for the accounts of its participants, including Clearstream and the Euroclear system.
Bookrunners

Citi

HSBC

J.P. Morgan

Global Coordinator

Deutsche Bank Securities

Goldman, Sachs & Co.

Morgan Stanley

Co-lead Managers

Santander

Scotia Capital

The date of this prospectus supplement is May 13, 2009
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

PROSPECTUS SUPPLEMENT SUMMARY

S-1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-7
RECENT DEVELOPMENTS

S-8
USE OF PROCEEDS
S-11
CAPITALIZATION AND INDEBTEDNESS
S-12
DESCRIPTION OF NOTES
S-14
ADDITIONAL TAX CONSIDERATIONS
S-23
UNDERWRITING
S-24
EXPENSES OF THE OFFERING
S-27
VALIDITY OF NOTES
S-27
Prospectus

ABOUT THIS PROSPECTUS

i
RISK FACTORS

1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

18
WHERE YOU CAN FIND MORE INFORMATION

18
FORWARD-LOOKING STATEMENTS

19
PRESENTATION OF CERTAIN INFORMATION

21
ARCELORMITTAL

22
USE OF PROCEEDS

24
CAPITALIZATION AND INDEBTEDNESS

24
RATIO OF EARNINGS TO FIXED CHARGES

24
DESCRIPTION OF DEBT SECURITIES

26
CLEARANCE AND SETTLEMENT

38
TAX CONSIDERATIONS

41
PLAN OF DISTRIBUTION

45
VALIDITY OF SECURITIES

47
EXPERTS

47
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. No person has been authorized to provide you with
different information. If anyone provides you with different or inconsistent information, you should not
rely on it. ArcelorMittal is not making an offer to sell these securities in any jurisdiction where the offer or
sale are not permitted. This document may only be used where it is legal to sell these securities.
You should not assume that the information contained in this prospectus supplement is accurate as of any
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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-ii
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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 and most global steel producer based on production volumes. 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 had sales of approximately $124.9 billion, steel shipments of approximately 101.7 million
tonnes and crude steel production of approximately 103.3 million tonnes for the year ended December 31,
2008, as compared to sales of approximately $105.2 billion, steel shipments of approximately 109.7 million
tonnes and crude steel production of approximately 116.4 million tonnes for the year ended December 31,
2007.
ArcelorMittal's net income attributable to equity holders of the parent for the year ended December 31, 2008
was $9.4 billion, as compared with net income attributable to equity holders of the parent of $10.4 billion for
the year ended December 31, 2007.
As of December 31, 2008, ArcelorMittal had equity of $59.2 billion, total debt of $34.1 billion and cash and
cash equivalents, including restricted cash, of $7.6 billion, as compared to equity of $61.5 billion, total debt
of $30.6 billion and cash and cash equivalents, including restricted cash, of $8.1 billion as of December 31,
2007.
ArcelorMittal has been built on a management strategy that emphasizes size and scale, vertical integration,
product diversity and quality, continuous growth in higher value products, a strong employee well-being and
customer service focus. ArcelorMittal intends to continue to play a leading role in the consolidation of the
global steel industry and to remain the global leader in the steel industry. The Company's three-dimensional
strategy, as described in our 2008 Form 20-F incorporated by reference herein, is its key to sustainability and
growth. ArcelorMittal has unique geographical and product diversification coupled with upstream and
downstream integration designed to minimize risk caused by cyclicality.
Recent Developments
For a description of certain recent developments relating to ArcelorMittal, see "Recent Developments" in this
prospectus supplement.
Corporate and Other Information
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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 4792-2414. ArcelorMittal's agent for U.S.
federal securities law purposes is ArcelorMittal USA Inc., 1 South Dearborn, Chicago, Illinois 60603, United
States of America.

S-1
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Table of Contents
Summary of the Offering
The following is a brief summary of the terms of this offering. For a more complete description of the terms
of the notes, see "Description of Notes" in this prospectus supplement.

Issuer
ArcelorMittal

Notes offered
· U.S.$750,000,000 in principal amount of 9.0% notes due 2015

· U.S.$1,500,000,000 in principal amount of 9.850% notes due

2019

Issue price
· Series 2015 Notes: 98.931% of the principal amount

· Series 2019 Notes: 97.522% of the principal amount

Maturity
· Series 2015 Notes: February 15, 2015

· Series 2019 Notes: June 1, 2019

Interest rate
· The Series 2015 Notes will bear interest at the rate of 9.0% per
annum from May 20, 2009 based upon a 360-day year consisting
of twelve 30-day months.

· The Series 2019 Notes will bear interest at the rate of 9.850% per annum

from May 20, 2009 based upon a 360-day year consisting of twelve 30-
day months.
The interest rate payable on the notes will be subject to adjustment
from time to time if the rating assigned to the notes is downgraded
(or subsequently upgraded) under the circumstances described in
this prospectus supplement. See "Description of Notes--Payments
of Principal and Interest--Interest Rate Adjustment Based on
Rating Events."

Interest payment dates
Interest on the Series 2015 Notes will be payable semi-annually in
arrears on February 15 and August 15 of each year, commencing
on August 15, 2009. Interest on the Series 2019 Notes will be
payable semi-annually in arrears on June 1 and December 1 of each
year, commencing on December 1, 2009.

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Ranking
The notes will be ArcelorMittal's unsecured and unsubordinated
obligations and will rank equally in right of payment with all of its
other unsecured and unsubordinated debt. The notes will be
effectively subordinated to all of ArcelorMittal's existing and future
secured indebtedness to the extent of the value of the collateral by
which it is secured and to all existing and future indebtedness of its
subsidiaries with respect to the assets of those subsidiaries. The
notes do not restrict ArcelorMittal's ability or the ability of its
subsidiaries to incur additional indebtedness in the future. As of
March 31, 2009, ArcelorMittal's total consolidated debt was
approximately U.S.$30.7 billion.

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

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Table of Contents
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 or in part from time to time at ArcelorMittal's
option by paying the greater of (1) the principal amount of the
notes to be redeemed and (2) the applicable make-whole amount, in
each case plus accrued and unpaid interest to the redemption date.
See "Description of Notes--Redemption, Exchange and Purchase--
Redemption at the Option of the Company."
Tax Redemption. If, due to certain changes in tax treatment in
Luxembourg or certain other jurisdictions, ArcelorMittal would be
required to pay additional amounts on the notes as described under
"Description of Debt Securities--Additional Amounts" in the
accompanying prospectus, ArcelorMittal may redeem the notes in
whole but not in part at a redemption price equal to the principal
amount thereof, plus accrued and unpaid interest to the date of
redemption. See "Description of Debt Securities--Redemption,
Exchange and Purchase--Redemption for Taxation Reasons" in the
accompanying prospectus.

Offer to Purchase Upon a Change of
Upon the occurrence of certain change of control events,
Control
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."

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Document Outline

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