Obligation ArcelorMittal 3% ( XS1214673722 ) en EUR

ArcelorMittal

100.015 % ⇌

Luxembourg

XS1214673722 ( en EUR )

3% par an ( paiement annuel )

08/04/2021 - Obligation échue

Prospectus brochure de l'obligation ArcelorMittal XS1214673722 en EUR 3%, échue

100 000 EUR

285 516 000 EUR

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en EUR, avec le code ISIN XS1214673722, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/04/2021

Base Prospectus dated 3 July 2020

(a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg having its registered office
at 24-26 boulevard d'Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg, and registered with the
Registre de Commerce et des Sociétés, Luxembourg under number B82.454)
10,000,000,000
Euro Medium Term Note Programme
(wholesale 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 Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the
"Prospectus Regulation") and the Luxembourg law of 16 July 2019 on prospectuses for securities (the
"Luxembourg Prospectus Law"), as a base prospectus (the "Base Prospectus") issued in compliance with the
Prospectus Regulation for the purpose of giving information with regard to the notes ("Notes") issued under the
10,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus
during the period of twelve (12) months after the date hereof. The CSSF has only approved this Base Prospectus
as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such an approval should not be considered as an endorsement of the Issuer that is the subject of this
Base Prospectus nor as an endorsement of the quality of any Notes. In accordance with Article 6(4) of the
Luxembourg Law of 16 July 2019 on prospectuses for securities, the CSSF does not make any representation as
to the economic or financial opportunity of the issue of the Notes nor as to the quality and solvency of the Issuer.
Investors should make their own assessment as to the suitability of investing in such Notes. Application has been
made for the Notes, during the period of twelve (12) 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 (a "Regulated Market") as defined in the Markets
in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II") and published on the list of the
regulated markets in the Official Journal of the European Union. This Base Prospectus shall be valid until 3 July
2021, 12 months after the date of approval by the CSSF, provided that it is completed until such date by any
supplement pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new
factor, a material mistake or a material inaccuracy relating to the information included in this Base Prospectus
which may affect the assessment of the Notes. Pursuant to article 6(4) of the Luxembourg Prospectus Law, by
approving this Base Prospectus, the CSSF gives no undertaking as to the economic and financial characteristics
of the Notes to be issued hereunder or the quality or solvency of ArcelorMittal ("ArcelorMittal", the "Issuer" or
the "Company"). 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. In the case of any Notes which are to be listed and admitted
to trading on a Regulated Market within the European Economic Area and/or offered to the public in a Member
State of the European Economic Area which would otherwise require the publication of a prospectus under the
Prospectus Regulation (as defined herein) in respect of such offering, the minimum specified denomination shall
be 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
Notes issued under the Programme may, or may not, be rated. The rating (if any) may be specified in the relevant
Final Terms (as defined herein). Whether or not each credit rating applied for in relation to a relevant Series of
1

Notes (as defined herein) will be issued by a credit rating agency established in the European Union or in the
United Kingdom and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation") will
be disclosed in the Final Terms. The list of registered and certified rating agencies published by the European
Securities and Markets Authority ("ESMA") will appear on its website (http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs) in accordance with the CRA Regulation. A rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating
agency.
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
Banca IMI
BBVA
BofA Securities
BNP Paribas
Citigroup
BMO Capital Markets
Crédit Agricole CIB
Commerzbank
HSBC
Goldman Sachs International
J.P. Morgan
ING
MIZUHO SECURITIES
NATIXIS
NatWest Markets
Rabobank
RBC Capital Markets
Santander Corporate & Investment Banking
SMBC Nikko
UniCredit Bank
Société Générale Corporate & Investment Banking

Date: 3 July 2020
2

TABLE OF CONTENTS

IMPORTANT NOTICES ....................................................................................................................... 1
KEY ELEMENTS OF THE PROGRAMME ......................................................................................... 5
RISK FACTORS .................................................................................................................................. 10
INFORMATION INCORPORATED BY REFERENCE .................................................................... 49
SUPPLEMENTS TO THE BASE PROSPECTUS .............................................................................. 62
FORMS OF THE NOTES . .................................................................................................................. 63
TERMS AND CONDITIONS OF THE NOTES . ............................................................................... 67
USE OF PROCEEDS ................................................ ........................................................................ 114
FORM OF FINAL TERMS ........................................................................................................... .... 115
DESCRIPTION OF THE ISSUER .................................... ................................................................ 134
RECENT DEVELOPMENTS ............................................................................................................ 135
TAXATION ..................................................... .................................................................................. 136
SUBSCRIPTION AND SALE . ......................................................................................................... 138
GENERAL INFORMATION ............................................................................................................. 143

3

Base Prospectus dated 3 July 2020

IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 8.1 of Regulation (EU)
2017/1129 (the "Prospectus Regulation"). ArcelorMittal (the "Issuer", the "Company", "ArcelorMittal" or
the "Responsible Person") accepts responsibility for the information contained in this Base Prospectus and
for the Final Terms (as defined below) for each Tranche of Notes issued under the Programme. 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 Base Prospectus 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 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 (as defined herein) 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 performance or financial 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 Notes that are not in registered form for U.S. federal tax purposes are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes that are not in registered form for U.S. federal tax purposes 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.
1

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 10,000,000,000 (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. 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 or in the United Kingdom
(each, a "Relevant State") will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make
an offer in that Relevant 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 Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, 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 State or, where appropriate, approved in another Relevant State and
notified to the competent authority in that Relevant State and (in either case) published, all in accordance with
the Prospectus Regulation, 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 Regulation in that
Relevant State and such offer is made in the period beginning and ending on the dates specified for such
purpose in such prospectus or final terms, as applicable, and the Issuer has consented in writing to its use for
the purpose of such offer. 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.
This document is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons
to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "Relevant Persons"). Any Notes will only be available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with
Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of
its contents.
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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
Issuer
at
https://corporate.arcelormittal.com/investors/fixed-income-investors/emtn-programme and 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) (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, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the final terms of the offer of the relevant Tranche of Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 calendar days
after the issue date of the relevant Tranche of Notes and 60 calendar 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.
PRIIPs / IMPORTANT / EUROPEAN ECONOMIC AREA ("EEA") AND UNITED KINGDOM
("UK") RETAIL INVESTORS If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to EEA and UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the EEA or in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 3(2) of Directive 2014/65/EU, as amended ("MiFID II"), (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify
as a professional client as defined in point (10) of Article 3(2) of MiFID II. Consequently no key information
document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors (as defined above) in the EEA or in
3

the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to
any such retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue of Notes about whether, for the purpose of the product
governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II
Product Governance Rules.

4

KEY ELEMENTS OF THE PROGRAMME
The following general description does not purport to be complete and is taken from, and is qualified in its
entirety by the remainder of this Base Prospectus and, in relation to any Terms and Conditions of Notes, the
relevant Final Terms.
This section "Key Elements of the Programme" constitutes a general description of the Programme for the
purposes of Article 25.1(b) of the Commission Delegated Regulation (EU) 2019/980.
I.
KEY INFORMATION RELATING TO THE NOTES
Issuer:
ArcelorMittal having its registered office at 24-26 boulevard
d'Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg,
registered with the Registre de Commerce et des Sociétés,
Luxembourg under number B 82.454.
LEI : 2EULGUTUI56JI9SAL165
The website of the Issuer is https://corporate.arcelormittal.com/. The
information on such website does not form part of the Base
Prospectus, unless that information has been incorporated by
reference into the Base Prospectus, and has not been scrutinised or
approved by the CSSF.
Arranger:
BNP Paribas
Dealers:
Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco
Santander, S.A., Bank of Montreal, London Branch, BNP Paribas,
BofA Securities Europe S.A., Citigroup Global Markets Europe AG,
Citigroup
Global
Markets
Limited,
Commerzbank
Aktiengesellschaft, Coöperatieve Rabobank U.A., Crédit Agricole
Corporate and Investment Bank, Goldman Sachs International,
HSBC Bank plc, ING Bank N.V., Belgian Branch, J.P. Morgan
Securities plc, Merrill Lynch International, Mizuho International plc,
Mizuho Securities Europe GmbH, NATIXIS, NatWest Markets Plc,
RBC Europe Limited, SMBC Nikko Capital Markets Limited,
SMBC Nikko Capital Markets Europe GmbH, Société Générale,
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 (12) months after the date hereof to listing on the
official list of the Luxembourg Stock Exchange and to trading on the
Regulated Market of the Luxembourg Stock Exchange. The
Programme also permits Notes to be issued on the basis that they will
5

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 10,000,000,000 (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 Clearstream, 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 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
6

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 at any price on a fully-paid or partly-paid basis
and at an issue-price which is at par or at a discount to, or 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 greater than twelve (12) months or no fixed maturity
date, subject, in relation to specific currencies, to compliance with all
applicable legal and/or regulatory and/or central bank requirements.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
as may be specified in the relevant Final Terms.
Clean-up Call Option
If so specified in the relevant Final Terms, in respect of any issue of
Notes, in the event that at least 80 per cent. of the initial aggregate
principal amount of the Notes has been purchased and cancelled by
the Issuer, the Issuer will have the option to redeem all, but not some
only, of the Notes.
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.
Make-whole Redemption by Unless otherwise specified in the relevant Final Terms, in respect of
the Issuer
any issue of Notes, the Issuer will have the option to redeem the
Notes, in whole or in part, at any time or from time to time, prior to
their Maturity Date at their relevant Make-whole Redemption
Amount.
Residual Maturity Call Option If a Residual Maturity Call Option is specified in the relevant Final
Terms, the Issuer may, on giving not less than 15 nor more than 30
calendar days' irrevocable notice in accordance with Condition 18 to
the Noteholders redeem the Notes, in whole but not in part, at par
together with interest accrued to, but excluding, the date fixed for
redemption, which shall be no earlier than three (3) months before
the Maturity Date.
Redemption
on
Put Notes may be redeemed before their stated maturity at the option of
Restructuring
Event
or the Noteholders in the event of a Put Restructuring Event if specified
Change of Control:
as applicable in the relevant Final Terms as described in Condition
7