Obligation ArcelorMittal 4.625% ( XS0559641146 ) en EUR

ArcelorMittal

100 % ▲

Luxembourg

XS0559641146 ( en EUR )

4.625% par an ( paiement annuel )

17/11/2017 - Obligation échue

Prospectus brochure de l'obligation ArcelorMittal XS0559641146 en EUR 4.625%, échue

50 000 EUR

1 000 000 000 EUR

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en EUR, avec le code ISIN XS0559641146, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/11/2017

(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, Luxembourg under number B82.454)
3,000,000,000
Euro Medium Term Note Programme
_________________________________
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur
Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of the Luxembourg
law of 10 July, 2005 concerning the prospectus relating to transferable securities (the "Prospectus Law"), as
a base prospectus issued in compliance with the Prospectus Law for the purpose of giving information with
regard to the issue of notes ("Notes") issued under the Euro Medium Term Note Programme (the
"Programme") described in this Base Prospectus during the period of twelve months after the date hereof.
Application has been made for the Notes, during the period of twelve months after the date hereof, to be
admitted to trading on the Luxembourg Stock Exchange's Regulated Market (Bourse de Luxembourg) and to
be listed on the official list of the Luxembourg Stock Exchange, which is a regulated market as defined in the
Markets in Financial Instruments Directive 2004/39/EC (the "Regulated Market") and published on the list
of the regulated markets in the Official Journal of the European Union. The Programme also permits Notes to
be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by
such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with
the Issuer.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that
may affect the abilities of the Issuer to fulfil its respective obligations under the Notes are discussed
under "Risk Factors" below.
Arranger
BNP PARIBAS

Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Santander Global Banking & Markets
BNP Paribas
Citi
Commerzbank
Crédit Agricole CIB
Deutsche Bank
HSBC
ING Commercial Banking
J.P. Morgan
Lloyds TSB Corporate Markets
NATIXIS
Rabobank International
Société Générale Corporate and Investment Banking
The Royal Bank of Scotland
UniCredit Bank

Date: 24 February 2010

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TABLE OF CONTENTS
IMPORTANT NOTICES ........................................................................................ 3
SUMMARY ........................................................................................................ 6
GENERAL DESCRIPTION OF THE PROGRAMME ................................................... 15
RISK FACTORS ................................................................................................ 21
INFORMATION INCORPORATED BY REFERENCE ................................................. 46
SUPPLEMENTS TO THE BASE PROSPECTUS ......................................................... 54
FORMS OF THE NOTES ..................................................................................... 55
TERMS AND CONDITIONS OF THE NOTES ........................................................... 59
USE OF PROCEEDS ........................................................................................... 91
FORM OF FINAL TERMS ................................................................................... 92
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ... 113
DESCRIPTION OF THE ISSUER .......................................................................... 117
TAXATION ..................................................................................................... 118
SUBSCRIPTION AND SALE................................................................................ 120
GENERAL INFORMATION ................................................................................ 124

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IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive"). ArcelorMittal (the "Issuer" and the "Responsible
Person") accepts responsibility for the information contained in this Base Prospectus. To the best of
the knowledge of the Responsible Person (who has taken all reasonable care to ensure that such is
the case), the information contained in this document is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms
and Conditions of the Notes" (the "Conditions") as completed by a document specific to such
Tranche called final terms (the "Final Terms"). This Base Prospectus must be read and construed
together with any amendments or supplements hereto and with any information incorporated by
reference herein and, in relation to any Tranche of Notes, must be read and construed together with
the relevant Final Terms.
No person has been authorized to give any information or to make any representation concerning
the Issuer, the Programme or the Notes, other than as contained or incorporated by reference in this
Base Prospectus and, if given or made, any such other information or representation should not be
relied upon as having been authorized by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of
this Base Prospectus and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base
Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale
or delivery of any Note shall, in any circumstances, create any implication that the information
contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this
Base Prospectus has been most recently amended or supplemented or that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the prospects or financial
or trading position of the Issuer since the date thereof or, if later, the date upon which this Base
Prospectus has been most recently amended or supplemented or that any other information supplied
in connection with the Programme is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions. Any investor purchasing the Notes under
this Base Prospectus and any Final Terms is solely responsible for ensuring that any offer or resale
of the Notes it purchased under this Base Prospectus and any Final Terms occurs in compliance
with applicable laws and regulations. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other
offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have not
been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), and Bearer Notes are subject to U.S. tax law requirements. Subject to certain

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exceptions, Bearer Notes may not be offered, sold or delivered within the United States or to U.S.
persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Issuer, the
Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should
subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms
shall be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the
Programme will not exceed 3,000,000,000 (and for this purpose, any Notes denominated in
another currency shall be translated into euro at the date of the agreement to issue such Notes
calculated in accordance with the provisions of the Dealer Agreement). The maximum aggregate
principal amount of Notes which may be outstanding at any one time under the Programme may be
increased from time to time, subject to compliance with the relevant provisions of the Dealer
Agreement as defined under "Subscription and Sale".
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references
to a Member State of the European Economic Area, references to "U.S.$", "U.S. dollars" or
"dollars" are to United States dollars and references to "", "EUR" or "euro" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which
precede them.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii)
below may apply, any offer of Notes in any Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person
making or intending to make an offer in that Relevant Member State of Notes which are the subject
of an offering contemplated in this Base Prospectus as completed by Final Terms in relation to the
offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer
or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation
to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member State and (in either case) published, all
in accordance with the Prospectus Directive, provided that any such prospectus has subsequently
been completed by Final Terms which specify that offers may be made other than pursuant to
Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the
period beginning and ending on the dates specified for such purpose in such prospectus or final

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terms. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer
have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which
an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
For a more complete description of certain restrictions on offering and sale of Notes and on
distribution of this Base Prospectus and any Final Terms, see "Subscription and Sale".
Copies of this document will be available free of charge during normal business hours on any week
day (except public holidays) at the offices of the Issuer.
This document will be published on the website of the Luxembourg Stock Exchange at
www.bourse.lu.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as
the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over allot Notes or effect transactions with a view to supporting
the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of
a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end
no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action
or over-allotment must be conducted by the Stabilising Manager(s) (or persons acting on
behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.
Forward-Looking Statements
This Base 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
reasonable, there is no assurance that the actual results or developments anticipated will be realised
or, even if realised, 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.

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SUMMARY
This summary must be read as an introduction to this Base Prospectus and any decision to invest in
the Notes should be based on a consideration of the Base Prospectus as a whole, including any
information incorporated by reference, and the applicable Final Terms. Following the
implementation of the Prospectus Directive in each Member State of the European Economic Area,
no civil liability will attach to the Responsible Person 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 Base Prospectus, including any information
incorporated by reference. Where a claim relating to the information contained in this Base
Prospectus (including any information incorporated by reference) is brought before a court in a
Member State of the European Economic Area, the plaintiff may, under the national legislation of
the Member States where the claim is brought, be required to bear the costs of translating the Base
Prospectus (including any information incorporated by reference) before the legal proceedings are
initiated.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in
this Base Prospectus have the same meanings in this summary.
I. KEY INFORMATION RELATING TO THE NOTES
Issuer:
ArcelorMittal having its registered office at 19, avenue de la
Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg,
registered with the Registre de Commerce et des Sociétés,
Luxembourg under number B 82.454.
Arranger:
BNP Paribas
Dealers:
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A.,
BNP Paribas, Citigroup Global Markets Limited, Commerzbank
Aktiengesellschaft, Coöperatieve Centrale Raiffeisen-
Boerenleenbank B.A., Crédit Agricole Corporate and Investment
Bank, Deutsche Bank AG, London Branch, HSBC Bank plc, ING
Belgium SA/NV, J.P Morgan Securities Ltd., Lloyds TSB Bank
plc, NATIXIS, Société Générale, The Royal Bank of Scotland plc,
UniCredit Bank AG and any other Dealer appointed from time to
time by the Issuer either generally in respect of the Programme or
in relation to a particular Tranche of Notes.
Fiscal Agent:
BNP Paribas Securities Services, Luxembourg branch
Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg branch
Listing and Trading:
Applications have been made for Notes to be admitted during the
period of twelve months after the date hereof to listing on the
official list of the Luxembourg Stock Exchange and to trading on

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the Regulated Market of the Luxembourg Stock Exchange. The
Programme also permits Notes to be issued on the basis that they
will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to
be admitted to listing, trading and/or quotation by such other or
further competent authorities, stock exchanges and/or quotation
systems as may be agreed with the Issuer.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and, in relation to any
Tranche of Notes, any other clearing system as may be specified
in the relevant Final Terms.
Initial Programme Amount:
Up to 3,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. Notes of a given
Series will have identical terms, except that the issue date, the
issue price and the amount of the first payment of interest may be

different in respect of different Tranches. The Notes of each
Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different denominations.
Forms of Notes:
Notes may only be issued in bearer form ("Bearer Notes").
Each Tranche of Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case
as specified in the relevant Final Terms. Each Global Note which
is not intended to be issued in new global note form (a "Classic
Global Note" or "CGN"), as specified in the relevant Final
Terms, will be deposited on or around the relevant issue date with
a depositary or a common depositary for Euroclear and/or
Cleastream, Luxembourg and any other relevant clearing system
and each Global Note which is intended to be issued in new global
note form (a "New Global Note" or "NGN") will be deposited on
or around the relevant issue date with a common safekeeper for
Euroclear and/or Clearstream, Luxembourg. Each Temporary
Global Note will be exchangeable for a Permanent Global Note or,
if so specified in the relevant Final Terms, for Definitive Notes.
If the TEFRA D Rules are specified in the relevant Final Terms as
applicable, certification as to non-U.S. beneficial ownership will
be a condition precedent to any exchange of an interest in a
Temporary Global Note or receipt of any payment of interest in
respect of a Temporary Global Note. Each Permanent Global
Note will be exchangeable for Definitive Notes in accordance with

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its terms. Definitive Notes will, if interest-bearing, have Coupons
attached and, if appropriate, a Talon for further Coupons.
Currencies:
Notes may be denominated in euro or in any other currency or
currencies as may be agreed between the Issuer and the relevant
Dealer(s) (as indicated in the applicable Final Terms) subject to
compliance with all applicable legal and/or regulatory and/or
central bank requirements. Payments in respect of Notes may,
subject to such compliance, be made in and/or linked to, any
currency or currencies other than the currency in which such
Notes are denominated.
Status of the Notes:
Notes will be issued on an unsubordinated basis.
Issue Price:
Notes may be issued on a fully-paid or partly-paid basis and at an
issue-price which is at par or at a discount to, or a premium over,
par, as specified in the relevant Final Terms. The price and
amount of Notes to be issued under the Programme will be
determined by the Issuer and the relevant Dealer(s) at the time of
issue in accordance with prevailing market conditions.
Maturities:
Any maturity or with no fixed maturity date, subject, in relation to
specific currencies, to compliance with all applicable legal and/or
regulatory and/or central bank requirements.

Where Notes have a maturity of less than one year and either (a)
the issue proceeds are received by the Issuer in the United
Kingdom or (b) the activity of issuing the Notes is carried on from
an establishment maintained by the Issuer in the United Kingdom,
such Notes must: (i) have a minimum redemption value of
£100,000 (or its equivalent in other currencies) and be issued only
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or who it is reasonable
to expect will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses; or (ii) be
issued in other circumstances which do not constitute a
contravention of section 19 of the Financial Services and Markets
Act 2000 as amended ("FSMA") by the Issuer.
Redemption:
Notes may be redeemable at par or at such other Redemption
Amount (detailed in a formula, index or otherwise) as may be
specified in the relevant Final Terms. Notes may also be
redeemable in two or more instalments on such dates and in such
manner as may be specified in the relevant Final Terms.

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Optional Redemption:
Notes may be redeemed before their stated maturity at the option
of the Issuer (either in whole or in part) and/or the Noteholders to
the extent (if at all) specified in the relevant Final Terms.
Redemption
on
Put Notes may be redeemed before their stated maturity at the option
Restructuring
Event
or of the Noteholders in the event of a Put Restructuring Event as
Change of Control:
described in Condition 10(f) (Redemption and Purchase 
Redemption at the Option of the Noteholders upon a Put
Restructuring Event) or a Change of Control as described in
Condition 10(g) (Redemption and Purchase Offer to Purchase on
a Change of Control).
Tax Redemption:
Early redemption will be permitted for tax reasons as described in
Condition 10(b) (Redemption and Purchase - Redemption for tax
reasons).
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a fixed rate or a floating rate or index linked or
other variable rate and the method of calculating interest may vary
between the Issue Date and the Maturity Date of the relevant
Series.
Denominations:
Notes will be issued in such denominations as may be specified in
the relevant Final Terms, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements provided
that no Notes may be issued under the Programme which (a) have
a minimum denomination of less than 1,000 (or nearly equivalent
in another currency at their issue date), or (b) carry the right to
acquire shares (or transferable securities equivalent to shares)
issued by the Issuer or by any entity to whose group the Issuer
belongs.
Negative Pledge:
The Notes will have the benefit of a negative pledge as described
in Condition 5 (Negative Pledge).
Cross Default:
The Notes will have the benefit of a cross default as described in
Condition 13 (Events of Default).

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Taxation:
All payments in respect of Notes will be made free and clear of
withholding for or on account of taxes, duties, assessments, fees
or other governmental charges of Luxembourg save as required by
law. If any such withholding is so required, the Issuer will
(subject as provided in Condition 12 (Taxation)) pay such
additional amounts as will result in the Noteholders receiving such
amounts as they would have received in respect of such Notes had
no such withholding been required.
Governing Law of the Notes:
English law.
Enforcement of Notes in In the case of Global Notes, Noteholders' rights against the Issuer
Global Form:
will be governed by a Deed of Covenant dated 24 February 2010,
a copy of which will be available for inspection at the specified
office of the Fiscal Agent.
Selling Restrictions:
For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of offering materials in
the United States of America, the European Economic Area, the
United Kingdom and France, see "Subscription and Sale" below.
Risk Factors:
There are also risk factors that are material for the purpose of
assessing the risks associated with the Notes, including the

following:

·
There is no active trading market for the Notes.

·
The Notes may be redeemed prior to maturity.

·
Because the Global Notes are held by or on behalf of
Euroclear and Clearstream, Luxembourg, investors will have to

rely on their procedures for transfer, payment and communication
with the Issuer.

·
The Final Terms may provide that, if Definitive Notes are

issued, such Notes will be issued in respect of all holdings of

Notes equal to or greater than the minimum denomination.
Definitive Notes that have a denomination that is not an integral

multiple of the minimum denomination may be illiquid and
difficult to trade.

·
The trading price for the Notes may be directly affected by

ArcelorMittal's credit rating. Any adverse change in an applicable
credit rating could adversely affect the trading price for the Notes

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