Obligation ArcelorMittal 6.25% ( US03938LAX29 ) en USD

ArcelorMittal

107.58 % ⇌

Luxembourg

US03938LAX29 ( en USD )

6.25% par an ( paiement semestriel )

24/02/2022 - Obligation échue

Prospectus brochure de l'obligation ArcelorMittal US03938LAX29 en USD 6.25%, échue

2 000 USD

1 100 000 000 USD

03938LAX2

N/A

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAX29, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/02/2022

Prospectus Supplement filed pursuant to Rule 424(b)2
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424B2 1 d306105d424b2.htm PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)2
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Filed pursuant to Rule 424(b)(2)
Registration No. 333-157658
CALCULATION OF REGISTRATION FEE

Aggregate
Amount of
Class of securities offered

offering price

registration fee
Debt Securities
$3,000,000,000
$343,800(1)
(1) The filing fee of $343,800 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed pursuant to Rule 424(b)(2)
Registration No. 333-157658

PROSPECTUS SUPPLEMENT, dated February 23, 2012
(To prospectus dated March 3, 2009)

U.S.$500,000,000 3.750% notes due 2015
Issue price 99.785% plus accrued interest from February 28, 2012 if any
U.S.$1,400,000,000 4.500% notes due 2017
Issue price 99.691% plus accrued interest from February 28, 2012 if any
U.S.$1,100,000,000 6.250% notes due 2022
Issue price 99.284% plus accrued interest from February 28, 2012 if any
Interest payable February 25 and August 25
We are offering U.S.$500,000,000 aggregate principal amount of our 3.750% notes due February 25, 2015 (the "Series 2015
Notes"), U.S.$1,400,000,000 aggregate principal amount of our 4.500% notes due February 25, 2017 (the "Series 2017 Notes") and
U.S.$1,100,000,000 aggregate principal amount of our 6.250% notes due February 25, 2022 (the "Series 2022 Notes"). We refer to
the Series 2015 Notes, the Series 2017 Notes and the Series 2022 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

Issue Price(1)

discounts

ArcelorMittal(1)
Per Series 2015 Note

99.785%
0.25%
99.535%
Total

$498,925,000
$1,250,000
$497,675,000
Per Series 2017 Note

99.691%
0.35%
99.341%
Total

$1,395,674,000
$4,900,000
$1,390,774,000
Per Series 2022 Note

99.284%
0.45%
98.834%
Total

$1,092,124,000
$4,950,000
$1,087,174,000
(1) Plus accrued interest from February 28, 2012, 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.
Delivery of the notes in book-entry form will be made on or about February 28, 2012 through The Depository Trust Company
("DTC") for the accounts of its participants, including Clearstream, Luxembourg ("Clearstream") and the Euroclear System
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("Euroclear") (as participants in DTC).

Joint Book-Running Managers:
J.P. Morgan

BofA Merrill Lynch

Citigroup

COMMERZBANK
Credit Agricole CIB
HSBC

RBS
Santander SOCIETE GENERALE

The date of this prospectus supplement is February 23, 2012.
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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-27
RECENT DEVELOPMENTS
S-28
USE OF PROCEEDS
S-29
RATIO OF EARNINGS TO FIXED CHARGES
S-30
CAPITALIZATION AND INDEBTEDNESS
S-31
DESCRIPTION OF NOTES
S-32
ADDITIONAL TAX CONSIDERATIONS
S-42
UNDERWRITING
S-43
Conflicts of Interest
S-45
EXPENSES OF THE OFFERING
S-46
VALIDITY OF NOTES
S-46
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.
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

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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 and weigh on the profitability of steel producers;

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

· any volatility in the supply or prices of raw materials, energy or transportation, or mismatches of raw material and steel

price trends;

· 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;

· laws and regulations restricting greenhouse gas emissions;

· 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;

· risks relating to ArcelorMittal's mining operations;

· the fact that ArcelorMittal's reserve estimates could materially differ from mineral quantities that it may be able to actually

recover, that its mine life estimates may prove inaccurate and the fact that market fluctuations may render certain ore
reserves uneconomical to mine;

· drilling and production risks in relation to mining;

· rising extraction costs in relation to mining;

· failure to manage continued growth through acquisitions;

· a Mittal family trust's ability to exercise significant influence over the outcome of shareholder voting;

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· 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;

· 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;

· 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;

· the risk of 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;

· the risk that ArcelorMittal may not be able fully to utilize its deferred tax assets; and

· the risk that ArcelorMittal's reputation and business could be materially harmed as a result of data breaches, data theft,

unauthorized access or successful hacking.
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").

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about ArcelorMittal and the notes being offered. It may not contain all of
the information that may be important to you. Before investing in the notes, you should read this entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus carefully for a more complete understanding of ArcelorMittal's business and this offering.
ArcelorMittal Overview
ArcelorMittal is the world's leading integrated steel and mining company. ArcelorMittal had sales of approximately $94.0
billion, steel shipments of approximately 85.8 million tonnes, crude steel production of approximately 91.9 million tonnes, iron
ore production of 65.2 million tonnes and coal production of 8.9 million tonnes for the year ended December 31, 2011. As of
December 31, 2011, ArcelorMittal had approximately 261,000 employees.
ArcelorMittal is the largest steel producer in the Americas, Africa and Europe, and is the fourth largest producer in the CIS
region, with a growing presence in Asia, particularly China. ArcelorMittal has steel-making operations in 20 countries on four
continents, including 60 integrated, mini-mill and integrated mini-mill steel-making facilities. ArcelorMittal's steel-making
operations have a high degree of geographic diversification. Approximately 38% of its steel is produced in the Americas,
approximately 46% is produced in Europe and approximately 16% 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.
ArcelorMittal produces a broad range of high-quality steel finished and semi-finished products. Specifically, ArcelorMittal
produces flat steel products, including sheet and plate, long steel products, including bars, rods and structural shapes.
ArcelorMittal also produces pipes and tubes for various applications. ArcelorMittal sells its steel products primarily in local
markets and through its centralized marketing organization to a diverse range of customers in approximately 174 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, 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 its product mix consisting of higher value-added products.
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.

S-1
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Conflicts of Interest
As described under "Use of Proceeds", ArcelorMittal intends to use the net proceeds of this offering for general corporate
purposes and to repay existing indebtedness, consisting of loans maturing in 2012, bearing interest ranging from 1.52% to 1.57%
per year, and potentially other indebtedness bearing interest of 5.375% per year and maturing in 2013.
Because more than 5% of the proceeds of this offering, not including underwriting compensation, may be used to repay the
outstanding loans to affiliates of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Commerz Markets LLC, Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., RBS Securities
Inc., Santander Investment Securities Inc. and SG Americas Securities, LLC, 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 in any event not confirm sales to any account over which they exercise discretionary authority without the prior
written consent of the account holder.

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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 3.750% notes due 2015.

·
U.S.$1,400,000,000 in principal amount of 4.500% notes due 2017.

·
U.S.$1,100,000,000 in principal amount of 6.250% notes due 2022.

Issue Price
·
Series 2015 Notes: 99.785% of the principal amount, plus accrued interest
from February 28, 2012 (if any)

·
Series 2017 Notes: 99.691% of the principal amount, plus accrued interest

from February 28, 2012 (if any)

·
Series 2022 Notes: 99.284% of the principal amount, plus accrued interest

from February 28, 2012 (if any)

Maturity
·
Series 2015 Notes: February 25, 2015

·
Series 2017 Notes: February 25, 2017

·
Series 2022 Notes: February 25, 2022

Interest Rate
·
The Series 2015 Notes issued hereby will bear interest at the rate of
3.750% per annum from February 28, 2012 based upon a 360-day year
consisting of twelve 30-day months.

·
The Series 2017 Notes issued hereby will bear interest at the rate of

4.500% per annum from February 28, 2012 based upon a 360-day year
consisting of twelve 30-day months.

·
The Series 2022 Notes issued hereby will bear interest at the rate of

6.250% per annum from February 28, 2012 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 issued hereby will be payable
semi-annually in arrears on February 25 and August 25 of each year,
commencing on August 25, 2012.

·
Interest on the Series 2017 Notes issued hereby will be payable

semi-annually in arrears on February 25 and August 25 of each year,
commencing on August 25, 2012.

·
Interest on the Series 2022 Notes issued hereby will be payable

semi-annually in arrears on February 25 and August 25 of each year,
commencing on August 25, 2012.

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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 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, 2011, ArcelorMittal's total consolidated debt was U.S.$26.418 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
Notes--Additional Amounts."

Additional Notes
ArcelorMittal may create and issue additional notes ranking equally with any
series of the notes in all respects, so that such additional notes will be
consolidated and form a single series with the relevant series of notes and will
have the same terms as to status, redemption or otherwise as such series of the
notes; provided, that such additional notes will be issued with no more than de
minimis original issue discount for U.S. federal income tax purposes or will be
part of 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 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 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 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 to

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