Obbligazione ArcelorMittal Steel 5.25% ( US03938LAQ77 ) in USD

ArcelorMittal Steel

100 USD ⇌

Lussemburgo

US03938LAQ77 ( in USD )

5.25% per anno ( pagato 2 volte l'anno)

05/08/2020 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione ArcelorMittal US03938LAQ77 in USD 5.25%, scaduta

2 000 USD

1 000 000 000 USD

03938LAQ7

N/A

ArcelorMittal è il principale produttore mondiale di acciaio, operante in oltre 60 paesi con un'ampia gamma di prodotti e servizi siderurgici.

The Obbligazione issued by ArcelorMittal Steel ( Luxembourg ) , in USD, with the ISIN code US03938LAQ77, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 05/08/2020

Prospectus Supplement
Page 1 of 102
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration No. 333-157658
PROSPECTUS SUPPLEMENT, dated August 2, 2010
(To prospectus dated March 3, 2009)

U.S.$1,000,000,000 aggregate principal amount 3.750% notes due 2015
Issue price 99.123% plus accrued interest from August 5, if any
Interest payable February 5 and August 5
U.S.$1,000,000,000 aggregate principal amount 5.250% notes due 2020
Issue price 98.459% plus accrued interest from August 5, if any
Interest payable February 5 and August 5
U.S.$500,000,000 aggregate principal amount 7.000% notes due 2039
Issue price 104.843% plus accrued interest from April 15, 2010
Interest payable April 15 and October 15
We are offering U.S.$1,000,000,000 aggregate principal amount of our 3.750% notes due August 5, 2015 (the "Series
2015 Notes"), U.S.$1,000,000,000 aggregate principal amount of our 5.250% notes due August 5, 2020 (the "Series 2020
Notes") and U.S.$500,000,000 aggregate principal amount of our 7.000% notes due October 15, 2039 (the "Series 2039
Notes"). We refer to the Series 2015 Notes, the Series 2020 Notes and the Series 2039 Notes collectively as the "notes." The
U.S.$500,000,000 aggregate principal amount of Series 2039 Notes offered by this prospectus supplement represent a
reopening of the U.S.$1,000,000,000 aggregate principal amount Series 2039 Notes that were issued on October 8, 2009 and
will be consolidated with and form a single series under the indenture (as defined below) with such Series 2039 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 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 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-7 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

99.123%
0.350%
98.773%
Total

U.S.$991,230,000
U.S.$3,500,000
U.S.$987,730,000
Per Series 2020 Note

98.459%
0.450%
98.090%
Total

U.S.$984,590,000
U.S.$4,500,000
U.S.$980,090,000
Per Series 2039 Note

104.843%
0.875%
103.968%
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Total

U.S.$524,215,000
U.S.$4,375,000
U.S.$519,840,000
(1) Plus, in the case of the Series 2015 and the Series 2020 Notes offered hereby, accrued interest from August 5, 2010, if
any; and in the case of the Series 2039 Notes offered hereby, accrued interest from April 15, 2010 (as if those Series 2039
Notes had been issued on such date). In the case of the Series 2039 Notes offered hereby, the total amount of accrued
interest on August 5, 2010 will be U.S.$10,694,444.44.
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 August 5, 2010 through The Depository Trust
Company ("DTC") for the accounts of its participants, including Clearstream, Luxembourg ("Clearstream") and the
Euroclear System ("Euroclear") (as participants in DTC).

Joint Book-Running Managers
BofA Merrill Lynch
Citi
J.P. Morgan
Morgan Stanley

The date of this prospectus supplement is August 2, 2010.
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

S-ii
PROSPECTUS SUPPLEMENT SUMMARY

S-1
RISK FACTORS

S-7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-25
RECENT DEVELOPMENTS
S-26
USE OF PROCEEDS
S-31
RATIO OF EARNINGS TO FIXED CHARGES
S-32
CAPITALIZATION AND INDEBTEDNESS
S-33
DESCRIPTION OF NOTES
S-34
ADDITIONAL TAX CONSIDERATIONS
S-43
UNDERWRITING
S-44
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
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 in this prospectus supplement 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 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

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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 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 failure of the economy to recover from the recent downturn, or 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 prolong the downward cycle;

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

· any volatility or increases in the cost, or shortages in the supply, of raw materials, energy and transportation;

· 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;

· the risk that developments in the competitive environment in the steel industry could have an adverse effect on

ArcelorMittal's competitive position;

· 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;

· 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;

· ArcelorMittal's ability to manage its growth;

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

· 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 needs or for planned dividends or share buy-backs;

· 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 past

acquisitions may limit its operational flexibility and add to its financing requirements;

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· risks relating to greenfield and brownfield projects that are part of ArcelorMittal's growth strategy;

· risks relating to ArcelorMittal's mining operations;

· ArcelorMittal's ability to fund under-funded pension liabilities;

· the risk of labor disputes;

· economic policy, political, social and legal risks and uncertainties in the countries in which ArcelorMittal operates

or proposes to operate;

· fluctuations in currency exchange rates and the risk of impositions of exchange controls in countries where

ArcelorMittal operates;

· the risk of disruptions to ArcelorMittal's manufacturing operations;

· 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 adversely affecting ArcelorMittal's operations;

· the risk of potential liabilities from investigations and litigation regarding antitrust matters;

· the risk that ArcelorMittal's governance and compliance processes may fail to prevent regulatory penalties or

reputational harm;

· the risk of unfavorable changes to, or interpretations of, the tax laws and regulations in the countries in which

ArcelorMittal operates are; and

· the risk that ArcelorMittal may not be able fully to utilize its deferred tax assets.
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 largest and most global steel producer, with an annual production capacity of over 130
million tonnes of crude steel. ArcelorMittal had sales of $65.1 billion and steel shipments of 71.1 million tonnes in the
year ended December 31, 2009. ArcelorMittal had sales of $40.3 billion and steel shipments of 44.3 million tonnes in the
six months ended June 30, 2010. ArcelorMittal has steel-making operations in 20 countries in four continents, including
65 integrated, mini-mill and integrated mini-mill steel-making facilities. ArcelorMittal is the largest steel producer in the
Americas, Europe and Africa, the second largest steel producer in the Commonwealth of Independent States ("CIS") and
has a growing presence in Asia, particularly in China. As of June 30, 2010, ArcelorMittal had approximately 281,000
employees.
ArcelorMittal produces a broad range of high-quality finished and semi-finished steel products. Specifically,
ArcelorMittal produces flat products, including sheet and plate, long products, including bars, rods and structural shapes,
and stainless steel products. ArcelorMittal also produces pipes and tubes for various applications. ArcelorMittal sells its
products primarily in local markets and through its centralized marketing organization to a diverse range of customers in
approximately 170 countries, including the automotive, appliance, engineering, construction and machinery industries.
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, and a strong focus on employee well-being and
customer service. 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 the 2009
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
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.

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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.$1,000,000,000 in principal amount of 3.750% notes due 2015.

·
U.S.$1,000,000,000 in principal amount of 5.250% notes due 2020.

·
U.S.$500,000,000 in principal amount of 7.000% notes due 2039. The
Series 2039 Notes offered hereby represent a reopening of the

U.S.$1,000,000,000 aggregate principal amount of Series 2039 Notes
that were issued on October 8, 2009 and will be consolidated with and
form a single series under the indenture with such Series 2039 Notes.
Issue Price
· Series 2015 Notes: 99.123% of the principal amount, plus accrued
interest from August 5, 2010 (if any)

·
Series 2020 Notes: 98.459% of the principal amount, plus accrued

interest from August 5, 2010 (if any)

·
Series 2039 Notes: 104.843% of the principal amount, plus accrued

interest from April 15, 2010 (as if they had been issued on such date)
Maturity
· Series 2015 Notes: August 5, 2015

·
Series 2020 Notes: August 5, 2020

·
Series 2039 Notes: October 15, 2039
Interest Rate
· The Series 2015 Notes issued hereby will bear interest at the rate of
3.750% per annum from August 5, 2010 based upon a 360-day year
consisting of twelve 30-day months.

·
The Series 2020 Notes issued hereby will bear interest at the rate of

5.250% per annum from August 5, 2010 based upon a 360-day year
consisting of twelve 30-day months.

·
The Series 2039 Notes issued hereby will bear interest at the rate of
7.000% per annum from April 15, 2010 (as if those Series 2039 Notes

had been issued on such date), 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."

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Interest Payment Dates
· Interest on the Series 2015 Notes issued hereby will be payable semi-
annually in arrears on February 5 and August 5 of each year,
commencing on February 5, 2011.

·
Interest on the Series 2020 Notes issued hereby will be payable semi-

annually in arrears on February 5 and August 5 of each year,
commencing on February 5, 2011.

·
Interest on the Series 2039 Notes issued hereby will be payable semi-

annually in arrears on April 15 and October 15 of each year,
commencing on October 15, 2010.
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 June 30, 2010, ArcelorMittal's
total consolidated debt was approximately U.S.$22.8 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 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 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

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"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 Control Upon the occurrence of certain change of control events, 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."
Use of Proceeds
ArcelorMittal intends to use the net proceeds from the sale of the notes to
refinance existing indebtedness. See "Use of Proceeds" for additional
details.
Listing
The Series 2015 Notes and the Series 2020 Notes will not be listed on any
securities exchange or quoted on any automated quotation system. The
Series 2039 are not and will not be listed on any securities exchange or
quoted on any automated quotation system.

Trustee, registrar, principal paying agent and HSBC Bank USA, National Association.
transfer agent
Governing Law
The indenture and the notes will be governed by the laws of the State of
New York.
Risk Factors
See "Risk Factors" in this prospectus supplement and the other
information included or incorporated by reference in the accompanying
prospectus for a discussion of the factors you should carefully consider
before investing in the notes.

Global Notes Codes
Series 2015 Notes
Series 2020 Notes
Series 2039 Notes
Registered Global
Registered Global
Registered Global
Note:
Note:
Note:
CUSIP: 03938L AR5
CUSIP: 03938L AQ7
CUSIP: 03938L AP9
ISIN: US03938LAR50
ISIN: US03938LAQ77 ISIN: US03938LAP94

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Summary Consolidated Financial Information and Operating Data
The following tables present summary consolidated financial information of ArcelorMittal and, where relevant, of
Mittal Steel, as of and for the years ended December 31, 2005, 2006, 2007, 2008 and 2009, prepared in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and the
six months ended June 30, 2009 and 2010, prepared in accordance with International Accounting Standard 34, "Interim
Financial Reporting" ("IAS 34"). The audited consolidated financial statements of ArcelorMittal (of which Mittal Steel
is the predecessor) and its consolidated subsidiaries, including the consolidated statements of financial position as of
December 31, 2008 and 2009, and the consolidated statements of operations, changes in equity and cash flows for each
of the years ended December 31, 2007, 2008 and 2009, which we refer to as the "ArcelorMittal Consolidated Financial
Statements," are contained in our annual report on Form 20-F for the year ended December 31, 2009 (File No. 333-
146371), including the ArcelorMittal Consolidated Financial Statements, which is referred to as our "2009 Form 20-F".
We refer to the unaudited condensed consolidated financial statements of ArcelorMittal and its consolidated subsidiaries,
including the condensed consolidated statements of financial position as of June 30, 2009 and 2010, and the condensed
consolidated statements of operations, comprehensive (loss) income, changes in equity and cash flows for the six months
ended June 30, 2010, as the "June 30, 2010 Financial Statements". Both the ArcelorMittal Consolidated Financial
Statements and the June 30, 2010 Financial Statements have been incorporated by reference in this prospectus
supplement and the accompanying prospectus. The summary consolidated financial information below should be read in
conjunction with the ArcelorMittal Consolidated Financial Statements, including the notes thereto, and the June 30, 2010
Financial Statements and the notes thereto.
Consolidated Statements of Operations
(Amounts in $ millions except per share data and percentages)

For the six month period

For the year ended December 31,

ended June 30,

2005

2006
2007
2008(5)
2009

2009
2010

(unaudited)
Sales(1)
$28,132
$58,870
$105,216
$124,936
$65,110 $30,298
$40,303
Cost of sales
(including
depreciation and
impairment)(2)(3)
22,341
48,378
84,953
106,021
62,913 30,915
36,103
Selling, general and
administrative
1,062
2,960
5,433
6,590
3,875 2,050

1,791
Operating income/
(loss)
4,729
7,532
14,830
12,325
(1,678) (2,667)
2,409
Operating income as
percentage of sales 16.80%

12.80%
14.10%
9.87%
(2.58)% (8.80)%
5.98%
Other income--net
214

49
--
--
--
--
--
Income from
investments in
associates and joint
ventures
86

301
985
1,653
58 (142)
277
Financing costs--net (353)

(654)
(927)
(2,352)
(2,817) (1,505)
(608)
Income/(loss) before
taxes
4,676
7,228
14,888
11,626
(4,437) (4,314)
2,078
Net income (including
non-controlling
interest)
3,795
6,106
11,850
10,498
75 (1,987)
2,502
Net income
attributable to
equity holders of
the parent
3,301
5,247
10,368
9,466
118 (1,855)
2,383
Dividends declared per
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