ArcelorMittal — Regulatory Filings 2011

Mar 1, 2011

FWP 1 dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration Statement No. 333-157658

Final Term Sheet dated February 28, 2011 supplementing

the Preliminary Prospectus Supplement dated February 28, 2011

ArcelorMittal

$500,000,000

aggregate principal amount of its

3.75% Notes due 2016

This final term sheet dated February 28, 2011 relates only to the securities described below and should be read together with the preliminary prospectus supplement dated February 28, 2011 and the accompanying prospectus (including the documents incorporated by reference in the Preliminary Prospectus and the accompanying prospectus) (together, the “Preliminary Prospectus”) before making a decision in connection with an investment in the securities. Terms used but not defined herein have the meaning ascribed to them in the Preliminary Prospectus.

Issuer:	ArcelorMittal
Security description:	3.75% Notes due 2016 (the “Notes”)
Size:	$500,000,000
Price:	99.573%
Maturity:	March 1, 2016, unless earlier redeemed
Interest rate:	3.75% per annum
Yield to Maturity:	3.845%
Benchmark Treasury:	2.125% due February 2016
Spread to Benchmark Treasury:	T+170 bps
Benchmark Treasury Price and Yield:	99-29 ; 2.145%
Reference Treasury Dealers:	Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are primary U.S.
Government securities dealers).
Interest payment dates:	March 1 and September 1 of each year, commencing September 1, 2011
Proceeds to company before expenses:	$ 496,115,000
Use of proceeds:	ArcelorMittal intends to use the net proceeds to repay existing indebtedness, including its outstanding loans due on May 30, 2011 and November 30, 2011, bearing interest ranging
from 0.8% to 2.3% per year.
Change of control:	101%
Coupon Step-Up:	25 bps per rating under IG (200 bps cap)
Make Whole Spread:	T+25 bps

Trade date:	February 28, 2011
Settlement:	T+5; March 7, 2011
CUSIP:	03938LAT1
ISIN:	US03938LAT17
Denominations/Multiple:	2,000 x 1,000
Ratings:	Expected to be “Baa3” (stable outlook) by Moody’s; “BBB-” (stable outlook) by Standard & Poor’s;
and “BBB” (negative outlook) by Fitch. Note: Ratings are not a
recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by ArcelorMittal and
information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a
prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.
Underwriters:	Joint Book-Running Managers Citigroup Global Markets Inc. J.P. Morgan Securities LLC ( Global Coordinator ) Merrill Lynch, Pierce, Fenner & Smith Incorporated
	Co-Managers BBVA
Securities Inc. Crédit Mutuel – CIC ING Financial Markets LLC Rabo Securities USA, Inc.

The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting IDEA on the SEC web site at www.sec.gov . Alternatively, copies may be obtained from Citigroup Global Markets Inc., toll free at 1-877-858-5407; J.P. Morgan Securities LLC, collect at 1-212-834-4533; or Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll free at 1-800-294-1322.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Final Term Sheet

ArcelorMittal

$1,500,000,000

aggregate principal amount of its

5.50% Notes due 2021

This final term sheet dated February 28, 2011 relates only to the securities described below and should be read together with the preliminary prospectus supplement dated February 28, 2011 and the accompanying prospectus (including the documents incorporated by reference in the Preliminary Prospectus and the accompanying prospectus) (together, the “Preliminary Prospectus”) before making a decision in connection with an investment in the securities. Terms used but not defined herein have the meaning ascribed to them in the Preliminary Prospectus.

Issuer:	ArcelorMittal
Security description:	5.50% Notes due 2021 (the “Notes”)
Size:	$1,500,000,000
Price:	99.357%
Maturity:	March 1, 2021, unless earlier redeemed
Interest rate:	5.50% per annum
Yield to Maturity:	5.585%
Benchmark Treasury:	3.625% due February 15, 2021
Spread to Benchmark Treasury:	T+215 bps
Benchmark Treasury Price and Yield:	101-19 ; 3.435%
Reference Treasury Dealers:	Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are primary U.S.
Government securities dealers).
Interest payment dates:	March 1 and September 1 of each year, commencing September 1, 2011
Proceeds to company before expenses:	$1,483,605,000
Use of proceeds:	ArcelorMittal intends to use the net proceeds to repay existing indebtedness, including its outstanding loans due on May 30, 2011 and November 30, 2011, bearing interest ranging
from 0.8% to 2.3% per year.
Change of control:	101%
Coupon Step-Up:	25 bps per rating under IG (200 bps cap)
Make Whole Spread:	T+35 bps
Trade date:	February 28, 2011

Settlement:	T+5; March 7, 2011
CUSIP:	03938L AU8
ISIN:	US03938LAU89
Denominations/Multiple:	2,000 x 1,000
Ratings:	Expected to be “Baa3” (stable outlook) by Moody’s; “BBB-” (stable outlook) by Standard & Poor’s;
and “BBB” (negative outlook) by Fitch. Note: Ratings are not a
recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by ArcelorMittal and
information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a
prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.
Underwriters:	Joint Book-Running Managers Citigroup Global Markets Inc. J.P. Morgan Securities LLC ( Global Coordinator ) Merrill Lynch, Pierce, Fenner & Smith Incorporated
	Co-Managers BBVA
Securities Inc. Crédit Mutuel – CIC ING Financial Markets LLC Rabo Securities USA, Inc.

The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting IDEA on the SEC web site at www.sec.gov . Alternatively, copies may be obtained from Citigroup Global Markets Inc., toll free at 1-877-858-5407; J.P. Morgan Securities LLC, collect at 1-212-834-4533; or Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll free at 1-800-294-1322.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Final Term Sheet

ArcelorMittal

$1,000,000,000

aggregate principal amount of its

6.75% Notes due 2041

This final term sheet dated February 28, 2011 relates only to the securities described below and should be read together with the preliminary prospectus supplement dated February 28, 2011 and the accompanying prospectus (including the documents incorporated by reference in the Preliminary Prospectus and the accompanying prospectus) (together, the “Preliminary Prospectus”) before making a decision in connection with an investment in the securities. Terms used but not defined herein have the meaning ascribed to them in the Preliminary Prospectus.

Issuer:	ArcelorMittal
Security description:	6.75% Notes due 2041 (the “Notes”)
Size:	$1,000,000,000
Price:	99.176%
Maturity:	March 1, 2041, unless earlier redeemed
Interest rate:	6.75% per annum
Yield to Maturity:	6.815%
Benchmark Treasury:	4.25% due November 2040
Spread to Benchmark Treasury:	T+230 bps
Benchmark Treasury Price and Yield:	95-22 ; 4.515%
Reference Treasury Dealers:	Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are primary U.S.
Government securities dealers).
Interest payment dates:	March 1 and September 1 of each year, commencing September 1, 2011
Proceeds to company before expenses:	$983,010,000
Use of proceeds:	ArcelorMittal intends to use the net proceeds to repay existing indebtedness, including its outstanding loans due on May 30, 2011 and November 30, 2011, bearing interest
ranging from 0.8% to 2.3% per year.
Change of control:	101%
Coupon Step-Up:	25 bps per rating under IG (200 bps cap)
Make Whole Spread:	T+40 bps
Trade date:	February 28, 2011

Settlement:	T+5; March 7, 2011
CUSIP:	03938L AS3
ISIN:	US03938LAS34
Denominations/Multiple:	2,000 x 1,000
Ratings:	Expected to be “Baa3” (stable outlook) by Moody’s; “BBB-” (stable outlook) by Standard & Poor’s;
and “BBB” (negative outlook) by Fitch. Note: Ratings are not a
recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by ArcelorMittal and
information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a
prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.
Underwriters:	Joint Book-Running Managers Citigroup Global Markets Inc. J.P. Morgan Securities LLC ( Global Coordinator ) Merrill Lynch, Pierce, Fenner & Smith Incorporated
	Co-Managers BBVA
Securities Inc. Crédit Mutuel – CIC ING Financial Markets LLC Rabo Securities USA, Inc.

The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting IDEA on the SEC web site at www.sec.gov . Alternatively, copies may be obtained from Citigroup Global Markets Inc., toll free at 1-877-858-5407; J.P. Morgan Securities LLC, collect at 1-212-834-4533; or Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll free at 1-800-294-1322.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.