Obligation ArcelorMittal 6.125% ( US03938LAZ76 ) en USD

ArcelorMittal

100.273 % ▼

Luxembourg

US03938LAZ76 ( en USD )

6.125% par an ( paiement semestriel )

31/05/2025

Prospectus brochure de l'obligation ArcelorMittal US03938LAZ76 en USD 6.125%, échéance 31/05/2025

2 000 USD

500 000 000 USD

03938LAZ7

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

01/06/2024 ( Dans 43 jours )

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAZ76, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2025

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAZ76, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAZ76, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424B5
424B5 1 d879834d424b5.htm FORM 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-202409
CALCULATION OF REGISTRATION FEE

Aggregate
Amount of
Class of securities offered

offering price

registration fee
Debt Securities

$1,000,000,000
$116,200 (1)

(1)
The filing fee of $116,200 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-202409

U.S.$500,000,000 5.125% Notes Due 2020
U.S.$500,000,000 6.125% Notes Due 2025

Pursuant to this prospectus supplement, ArcelorMittal is offering U.S.$500,000,000 aggregate principal amount of 5.125% notes due June 1,
2020 (the "Series 2020 Notes") and U.S$500,000,000 aggregate principal amount of 6.125% notes due June 1, 2025 (the "Series 2025 Notes"). The
Series 2020 Notes and the Series 2025 Notes are referred to collectively herein as the "notes."
We may redeem the notes, 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 constitute unsecured and unsubordinated obligations of ArcelorMittal and will rank equally in right of payment with all of its
other existing and future 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. The notes of each series will be issued in minimum denominations of at least
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-12 of this prospectus supplement to read about factors you should
consider before investing in the notes.

Proceeds, before
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Form 424B5
Underwriting
expenses, to

Issue Price(1)

discounts(2)

ArcelorMittal(1)
Per Series 2020 Note

100.000%

0.400%

99.600%
Total $500,000,000

$500,000,000
$ 2,000,000
$ 498,000,000
Per Series 2025 Note

100.000%

0.450%

99.550%
Total $500,000,000

$500,000,000
$ 2,250,000
$ 497,750,000

(1)
Plus accrued interest from June 1, 2015, if any.
(2)
In addition, the Company may pay a discretionary fee of up to 0.100% of the gross proceeds of the Series 2020 Notes and up to 0.200% of the
gross proceeds of the Series 2025 Notes.
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 June 1, 2015 through The Depository Trust Company ("DTC") for the
accounts of its participants, including Clearstream Banking, société anonyme, Luxembourg ("Clearstream") and the Euroclear System
("Euroclear") (as participants in DTC).

Global Coordinator
J.P. Morgan
Joint Bookrunning Managers

BofA Merrill Lynch
Citigroup

Deutsche Bank Securities

J.P. Morgan

The date of this prospectus supplement is May 27, 2015.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-2
PROSPECTUS SUPPLEMENT SUMMARY
S-4
RISK FACTORS
S-12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-15
USE OF PROCEEDS
S-16
RATIO OF EARNINGS TO FIXED CHARGES
S-17
CAPITALIZATION AND INDEBTEDNESS
S-18
RECENT DEVELOPMENTS
S-19
DESCRIPTION OF NOTES
S-20
TAX CONSIDERATIONS
S-28
UNDERWRITING
S-32
EXPENSES OF THE OFFERING
S-35
VALIDITY OF THE NOTES
S-35
Prospectus

ABOUT THIS PROSPECTUS
2
RISK FACTORS
3
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
4
WHERE YOU CAN FIND MORE INFORMATION
4
FORWARD-LOOKING STATEMENTS
5
PRESENTATION OF CERTAIN INFORMATION
7
ARCELORMITTAL
8
USE OF PROCEEDS
9
DESCRIPTION OF SENIOR DEBT SECURITIES
10
DESCRIPTION OF SUBORDINATED DEBT SECURITIES
20
LEGAL OWNERSHIP OF DEBT SECURITIES
29
CLEARANCE AND SETTLEMENT OF DEBT SECURITIES
31
DESCRIPTION OF ORDINARY SHARES
34
TAX CONSIDERATIONS
35
PLAN OF DISTRIBUTION
36
VALIDITY OF THE SECURITIES
38
EXPERTS
38
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. We are not making an offer to sell these securities in any jurisdiction where the offer or sale are not permitted. This prospectus
supplement 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.

S-1
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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, the accompanying prospectus and the documents incorporated by
reference herein contain 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:

·
recessions or prolonged periods of weak economic growth, either globally or in ArcelorMittal's key markets;

·
risks relating to continued weakness of the eurozone economy;

·
the risk that excessive capacity in the steel industry may weigh on the profitability of steel producers;

·
any volatility in the supply or prices of raw materials, energy or transportation, mismatches with steel price trends, or protracted low

raw materials or steel prices;

·
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;
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·
the risk that ArcelorMittal may incur in the future operating costs when production capacity is idled or increased costs to resume

production at idled facilities;

·
increased competition from other materials, which could significantly reduce market prices and demand for steel products;

·
risks relating to environmental and health and safety laws and legislation;

·
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;

·
any loss or diminution in the services of Mr. Lakshmi N. Mittal, ArcelorMittal's Chairman of the Board of Directors and Chief

Executive Officer;

S-2
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·
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 ArcelorMittal's investment projects may 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 or severe weather conditions;

·
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;

·
risks relating to legal proceedings to which ArcelorMittal is currently, and may in the future be, subject;

·
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;

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·
the fact that ArcelorMittal is subject to an extensive, complex and evolving regulatory framework and 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 under "Risk Factors" in this prospectus supplement.
Unless indicated otherwise, or the context otherwise requires, references herein to "ArcelorMittal", "we", "us", "our" and the "Company"
or similar terms are to ArcelorMittal, formerly known as Mittal Steel Company N.V. ("Mittal Steel"), having its registered office at 24-26
boulevard d'Avranches L-1160 Luxembourg, Grand Duchy of Luxembourg and its consolidated subsidiaries.

S-3
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about ArcelorMittal and the notes being offered. It may not contain all of the information
that may be important to you. Before investing in the notes, you should read this entire prospectus supplement, the accompanying prospectus
and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus carefully for a more complete
understanding of ArcelorMittal's business and this offering.
ArcelorMittal
ArcelorMittal is the world's leading integrated steel and mining company. It results from the combination in 2006 of Mittal Steel and
Arcelor, which were at the time the world's largest and second largest steel companies by production volume respectively.
ArcelorMittal had sales of $79.3 billion, steel shipments of 85.1 million tonnes, crude steel production of 93.1 million tonnes, iron ore
production from own mines and strategic contracts of 77.0 million tonnes and coal production from own mines and strategic contracts of
7.7 million tonnes for the year ended December 31, 2014, as compared to sales of $79.4 billion, steel shipments of 82.6 million tonnes, crude
steel production of 91.2 million tonnes, iron ore production from own mines and strategic contracts of 70.1 million tonnes and coal production
from own mines and strategic contracts of 8.8 million tonnes for the year ended December 31, 2013.
ArcelorMittal's net loss attributable to equity holders of the parent for the year ended December 31, 2014, was $1.1 billion, or $0.61 per
share, as compared with net loss attributable to equity holders of the parent of $2.5 billion, or $1.46 per share, for the year ended
December 31, 2013.
As of December 31, 2014, ArcelorMittal had equity attributable to the equity holders of the parent of $42.1 billion, total debt of $19.9
billion (including $0.1 billion related to debt classified as held for sale) and cash and cash equivalents, including restricted cash, of $4.0 billion
as compared to equity attributable to the equity holders of the parent of $49.8 billion, total debt of $22.3 billion and cash and cash equivalents,
including restricted cash, of $6.2 billion as of December 31, 2013.
ArcelorMittal's success is built on its core values of sustainability, quality and leadership and the entrepreneurial boldness that has
empowered its emergence as the first truly global steel and mining company. Acknowledging that a combination of structural issues and
macroeconomic conditions will continue to challenge returns in its sector, the Company has adapted its footprint to the new demand realities,
redoubled its efforts to control costs and repositioned its operations to outperform its competitors. ArcelorMittal's research and development
capability is strong and includes several major research centers as well as strong academic partnerships with universities and other scientific
bodies.
Against this backdrop, ArcelorMittal's strategy is to leverage four distinctive attributes that will enable it to capture leading positions in
the most attractive areas of the steel industry value chain, from mining at one end to distribution and first-stage processing at the other: global
scale and scope; unmatched technical capabilities; a diverse portfolio of steel and related businesses, one of which is mining; and financial
capabilities. The Company's strategy is further detailed under "Item 4.B--Information on the Company--Business Overview--Business
Strategy" in ArcelorMittal's 2014 Form 20-F incorporated by reference herein.
Geography: ArcelorMittal is the largest steel producer in the Americas, Africa and Europe and is the sixth largest steel producer in the
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CIS region. ArcelorMittal has steel-making operations in 19 countries on four continents, including 56 integrated and mini-mill steel-making
facilities. As of December 31, 2014, ArcelorMittal had approximately 222,000 employees.
On January 1, 2014, ArcelorMittal modified the composition of its reportable segments in order to reflect changes in the Company's
approach to managing its operations. As a result of the change, ArcelorMittal reports its operations in five reportable segments corresponding
to continuing operations: NAFTA; Europe; Brazil; ACIS; and Mining. Previously, ArcelorMittal reported its operations in six reportable
segments corresponding to its then continuing operations: Flat Carbon Americas, Flat Carbon Europe, Long Carbon Americas and Europe,
AACIS, Distribution Solutions, and Mining. In January 2011, ArcelorMittal completed the spin-off of its stainless steel division to a
separately-focused company, Aperam, and these operations were therefore reported as

S-4
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discontinued operations. Beginning in the first quarter of 2011, ArcelorMittal began reporting Mining as a separate reportable segment in
order to reflect changes in the Company's approach to managing its mining operations.
ArcelorMittal's steel-making operations have a high degree of geographic diversification. Approximately 38% of its crude steel is
produced in the Americas, approximately 47% is produced in Europe and approximately 15% 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.
Products: ArcelorMittal produces a broad range of high-quality finished and semi-finished steel products. Specifically, ArcelorMittal
produces flat steel products, including sheet and plate, and long steel products, including bars, rods and structural shapes. In addition,
ArcelorMittal 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 170 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, Pulverized Coal Injection ("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
higher value-added products in its product mix.
Automotive focus: ArcelorMittal has a leading market share in its core markets in the automotive steel business and is a leader in the
fast-growing advanced high strength steels segment. ArcelorMittal is the first steel company in the world to embed its own engineers within
an automotive customer to provide engineering support. The Company begins working with original equipment manufacturers ("OEMs") as
early as five years before a vehicle reaches the showroom, to provide generic steel solutions, co-engineering, and help with the
industrialization of the project. In June 2013, ArcelorMittal launched an innovative ultra-lightweight steel car door, which is less expensive
than an aluminum door. In addition, further solutions developed for the pick-up trucks market offer weight savings benefits.
Mining Value Chain: ArcelorMittal has a significant and growing portfolio of raw material and mining assets, as well as certain strategic
long-term contracts with external suppliers. In 2014 (assuming full shipments of iron ore at ArcelorMittal Mines Canada, Serra Azul,
Andrade, Liberia and full shipments at Peña Colorada for its own use), approximately 65% of ArcelorMittal's iron-ore requirements and
approximately 17% of its PCI and coal requirements were supplied from its own mines or pursuant to strategic contracts at many of its
operating units. The Company currently has iron ore mining activities in Algeria, Brazil, Bosnia, Canada, Kazakhstan, Liberia, Mexico,
Ukraine and the United States and has prospective mining developments in Canada and India. The Company currently has coal mining
activities in Kazakhstan and the United States. ArcelorMittal also has made strategic investments in order to secure access to other raw
materials including manganese and ferro alloys.
In addition, ArcelorMittal produces substantial amounts of direct reduced iron, or DRI, which is a scrap substitute used in its mini-mill
facilities to supplement external metallics purchases. ArcelorMittal is also a significant producer of coke, which is produced from metallurgical
coal and is a critical raw material for steel-making, and it satisfies over 87% of its coke needs through its own production facilities.
ArcelorMittal's facilities have good access to shipping facilities, including through ArcelorMittal's own 18 deep-water port facilities and
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linked railway sidings.
ArcelorMittal has its own downstream steel distribution business, primarily run through its Europe segment. It also provides value-added
and customized steel solutions through additional processing activities to meet specific customer requirements.

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Corporate and Other Information
ArcelorMittal is a public limited liability company (société anonyme) that was incorporated for an unlimited period under the laws of the
Grand Duchy 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: 24-26 boulevard d'Avranches L-1160, Luxembourg, Grand Duchy of
Luxembourg, tel: +352 4792-3746. ArcelorMittal's process agent for U.S. federal securities law purposes is ArcelorMittal USA Holdings II
LLC, 1 South Dearborn Street, 19th Floor, Chicago, Illinois 60603, United States of America, tel: + 1 312 899 3400.
Recent developments
A description of certain recent developments may be found in "Recent Developments" of this prospectus supplement.

S-6
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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 5.125% notes due 2020.

U.S.$500,000,000 in principal amount of 6.125% notes due 2025.

Issue Price
Series 2020 Notes: 100.000% of the principal amount, plus accrued interest from June 1,
2015 (if any)

Series 2025 Notes: 100.000% of the principal amount, plus accrued interest from June 1,
2015 (if any)

Maturity
Series 2020 Notes: June 1, 2020

Series 2025 Notes: June 1, 2025

Interest Rate
The Series 2020 Notes offered hereby will bear interest at the rate of 5.125% per annum
from June 1, 2015 based upon a 360-day year consisting of twelve 30-day months.

The Series 2025 Notes offered hereby will bear interest at the rate of 6.125% per annum
from June 1, 2015 based upon a 360-day year consisting of twelve 30-day months.

Interest Payment Dates
Interest on the Series 2020 Notes offered hereby will be payable semi-annually in
arrears on June 1 and December 1 of each year, commencing on December 1, 2015.

Interest on the Series 2025 Notes offered hereby will be payable semi-annually in
arrears on June 1 and December 1 of each year, commencing on December 1, 2015.

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Ranking
The notes will constitute unsecured and unsubordinated obligations of ArcelorMittal and
will rank equally in right of payment with all of its other existing and future 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 March 31, 2015, ArcelorMittal's total debt, which
includes long-term debt and short-term debt, was $19.4 billion ($1.2 billion of which
was consolidated subsidiary level debt), and ArcelorMittal had approximately $700
million of consolidated secured indebtedness outstanding. As of May 27, 2015
ArcelorMittal also had $6.0 billion to be drawn under a revolving credit facility, all of
which would be unsecured. 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
We may issue additional notes ranking equally with the notes in all respects, so that
such additional notes will be consolidated and form a single series with the series of
notes issued hereby and will have the

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same terms as to status, redemption or otherwise as such notes; provided, however, that
unless such additional notes are issued under a separate CUSIP number, either such

additional notes will be part of the same "issue" for U.S. federal income tax purposes or
will be issued pursuant to 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, to merge or engage in similar transactions. For a more complete
description see "Description of Senior Debt Securities--Consolidation, Merger,
Conveyance or Transfer" in the accompanying prospectus and "Description of Notes--
Covenants--Negative Pledge" herein.

Redemption Events
Optional Redemption. We may redeem the notes in whole at any time, or in part from
time to time at our 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, if any, 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, if any, to the redemption
date. See "Description of Notes--Redemption, Exchange and Purchase--Redemption
for Taxation Reasons."

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
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equal to 101% of the principal amount tendered, plus accrued and unpaid interest, if
any, 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 of this offering to repay existing
indebtedness, in particular the early redemption (through the exercise of the make-whole
option) of bonds maturing in August 2015 that bear interest at 4.5% per annum and
possibly in the interim short-term indebtedness. See "Use of Proceeds" for additional
details.

Listing
The notes will not be listed on any securities exchange or quoted on any automated
quotation system.

Trustee
Wilmington Trust, National Association

Securities Administrator and Paying
Citibank, N.A.
and Transfer Agent

Governing Law
The indenture and the notes will be governed by the laws of the State of New York. For
the avoidance of doubt, the provisions of article 86 to 94-8 of the Luxembourg law of
August 10, 1915 on commercial companies, as amended, do not apply to the notes.

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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 2020 Notes
Series 2025 Notes
Registered Global
Registered Global
Note:
Note:
CUSIP: 03938LAY0
CUSIP: 03938LAZ7
ISIN: US03938LAY02
ISIN: US03938LAZ76

S-9
Table of Contents
Summary Consolidated Financial Information and Operating Data
The following tables present selected consolidated financial information of ArcelorMittal as of and for the years ended December 31,
2010, 2011, 2012, 2013 and 2014, prepared in accordance with IFRS, as issued by the International Accounting Standards Board. The audited
consolidated financial statements of ArcelorMittal and its consolidated subsidiaries, including the consolidated statements of financial position
as of December 31, 2013 and 2014, and the consolidated statements of operations, other comprehensive income, changes in equity and cash
flows for each of the years ended December 31, 2012, 2013 and 2014, 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, 2014 (File No. 001-35788), which we filed on
February 24, 2015 (except for Item 18, which was amended and filed on February 26, 2015) and which includes the ArcelorMittal
Consolidated Financial Statements and is referred to as our "2014 Form 20-F". The ArcelorMittal Consolidated 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.
http://www.sec.gov/Archives/edgar/data/1243429/000119312515206304/d879834d424b5.htm[5/29/2015 3:21:35 PM]

Form 424B5
Consolidated Statements of Operations

Year ended December 31,

2010

2011

2012

2013

2014

(Amounts in $ millions except per share data and percentages)

Sales1
$ 78,025
$ 93,973
$ 84,213

$ 79,440
$ 79,282
Cost of sales (including depreciation and impairment)2 3
70,886
85,212
83,543

75,247
73,288
Selling, general and administrative expenses
3,356
3,557
3,315

2,996

2,960
Operating income/(loss)
3,783
5,204
(2,645)

1,197

3,034
Operating income/(loss) as percentage of sales

4.85%

5.54%

(3.14%)

1.51%

3.83%
Income (loss) from associates, joint ventures and other investments
442

614

185

(442)

(172)
Financing costs--net
(2,289)
(2,983)
(2,915)

(3,115)
(3,382)
Income/(loss) before taxes
1,936
2,835
(5,375)

(2,360)

(520)
Net income/(loss) from continuing operations (including non-
controlling interest)
3,440
1,956
(3,469)

(2,575)

(974)
Discontinued operations

(338)

461

--

--

--
Net income/(loss) attributable to equity holders of the parent
3,013
2,420
(3,352)

(2,545)
(1,086)
Net income/(loss) (including non-controlling interest)
3,102
2,417
(3,469)

(2,575)

(974)
Earnings per common share--continuing operations
(in U.S. dollars)

Basic earnings per common share4

2.21

1.26

(2.17)

(1.46)

(0.61)
Diluted earnings per common share4

1.98

1.00

(2.17)

(1.46)

(0.61)
Earnings per common share--discontinued operations (in U.S.
dollars)

Basic earnings per common share4

(0.22)

0.30

--

--

--
Diluted earnings per common share4

(0.20)

0.29

--

--

--
Earnings per common share (in U.S. dollars)

Basic earnings per common share4

1.99

1.56

(2.17)

(1.46)

(0.61)
Diluted earnings per common share4

1.78

1.29

(2.17)

(1.46)

(0.61)
Dividends declared per share

0.75

0.75

0.75

0.20

0.20

S-10
Table of Contents
Consolidated Statements of Financial Position5

As of December 31,

2010
2011
2012
2013
2014

(Amounts in $ millions except share, production and shipment data)

Cash and cash equivalents including restricted cash6
$
6,291
$
3,908
$
4,540
$
6,232
$
4,016
Property, plant and equipment and biological assets

54,479

54,382

53,989

51,364

46,593
Total assets

130,748
121,679
113,998
112,308

99,179
Short-term debt and current portion of long-term debt

6,716

2,769

4,348

4,092

2,522
Long-term debt, net of current portion

19,292

23,634

21,965

18,219

17,275
Net assets

63,093

56,504

50,466

53,173

45,160
Share capital

9,950

9,403

9,403

10,011

10,011
Basic weighted average common shares outstanding
(millions)

1,512

1,549

1,549

1,780

1,791
Diluted weighted average common shares outstanding
(millions)7

1,600

1,611

1,549

1,780

1,791
Other Data

Net cash provided by operating activities

$
4,061
$
1,859
$
5,340
$
4,296
$
3,870
Net cash (used in) investing activities

(3,510)

(3,744)

(3,730)

(2,877)

(3,077)
Net cash (used in) provided by financing activities

18

(555)

(1,019)

241

(2,750)
Total production of crude steel (thousands of tonnes)

90,582

91,891

88,231

91,186

93,127
http://www.sec.gov/Archives/edgar/data/1243429/000119312515206304/d879834d424b5.htm[5/29/2015 3:21:35 PM]

Document Outline

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