ArcelorMittal S.A. : ArcelorMittal Announces Debt Tender Offer for Any and All of ArcelorMittal USA's USD 6.500% Notes due 2014

ArcelorMittal S.A. : ArcelorMittal Announces Debt Tender Offer for Any and All
               of ArcelorMittal USA's USD 6.500% Notes due 2014

Luxembourg, June 17, 2013 - ArcelorMittal (the "Company" or "ArcelorMittal")
and ArcelorMittal USA LLC ("AM USA" and together with ArcelorMittal, the
"Offerors") today announced the commencement of an offer (the "Offer") to
purchase for cash any and all of AM USA's 6.500% Notes due 2014 (the "Notes").
Concurrently with the Offer, ArcelorMittal is also announcing the
commencement of an invitation (the "Invitation for Offers" and the "Concurrent
European Offer") to holders of EUR 500,000,000 4.625% Bonds due November 7,
2014 (ISIN: XS0204395213) (the "AM Finance Bonds") issued by ArcelorMittal
Finance. The following table sets forth the key terms of the Offer:

                                                        Total Consideration
                                                      per $1,000     Early
              Title of                 Outstanding       Face    Participation
   Issuer     Security   CUSIP/ISIN  Principal Amount   Amount      Amount
ArcelorMittal  6.500%
   USA LLC      Notes    460377AB0/  U.S.$500,000,000 $1,038.75     $50.00
              due April US460377AB08
              15, 2014

ArcelorMittal and AM  USA are making  the Offer in  order to retire  all or  a 
portion of the  Notes prior  to their maturity.  The Company's  offer for  the 
Notes and the  AM Finance  Bonds reflects  its robust  liquidity position  and 
forms part of its  proactive approach to managing  its debt maturity  profile, 
reducing gross debt and optimizing interest costs.

This announcement does not contain the full terms and conditions of the Offer,
which are contained in the offer to  purchase dated June 17, 2013 (the  "Offer 
to Purchase," as it may be amended or supplemented from time to time) prepared
by ArcelorMittal and AM USA, and is subject to the offer restrictions set  out 
below and as more fully described in the Offer to Purchase.

Notes validly tendered  and not withdrawn  on or before  11:59 p.m., New  York 
City time, on June 28, 2013, unless extended or earlier terminated (the "Early
Tender  Time")  will   be  eligible  to   receive  total  consideration   (the 
"TotalConsideration"), which  is the  U.S. dollar  amount payable  per  $1,000 
principal amount of the  Notes set forth  in the table  above and includes  an 
early participation  amount equal  to $50.00  per $1,000  principal amount  of 
Notes (the  "Early  Participation Amount").  Notes  tendered after  the  Early 
Tender Time but on or prior to the expiration date, which will be 11:59  p.m., 
New York City time,  on July 15, 2013,  unless extended or earlier  terminated 
(the  "ExpirationTime"),  will  be  eligible   to  receive  only  the   tender 
consideration ("Tender Consideration"), equal to the Total Consideration  less 
the Early Participation  Amount. Payment  of the Total  Consideration for  all 
Notes validly  tendered  prior to  the  Early  Tender Time  and  accepted  for 
purchase by the Offerors is  expected to be made on  July 1, 2013 (the  "Early 
SettlementDate"). Payment of the Tender  Consideration for all Notes  validly 
tendered after the Early Tender Time and accepted for purchase by the Offerors
is expected to be made on July 16, 2013 (the "Final Settlement Date").

The Total Consideration and the Tender Consideration will be payable in  cash. 
In addition,  accrued  and  unpaid  interest from,  and  including,  the  last 
interest payment date for  the Notes to, but  excluding, the Early  Settlement 
Date or the Final Settlement Date, as applicable, will also be paid.

The obligation of ArcelorMittal and AM USA to accept for purchase, and to  pay 
for the Notes validly tendered pursuant to the Offer, is conditioned upon  the 
satisfaction or, where  applicable, waiver by  ArcelorMittal and AM  USA of  a 
number of conditions described in the Offer to Purchase. ArcelorMittal and  AM 
USA reserve the right, in their sole  discretion, to waive any one or more  of 
the conditions to the Offer at any time.

Tenders of the Notes may  be withdrawn at any time  prior to the Early  Tender 
Time in accordance  with the  terms of  the Offer,  but may  not be  withdrawn 

The Offer is not contingent upon the tender of any minimum principal amount of

J.P. Morgan Securities LLC has been  appointed to serve as the dealer  manager 
for the Offers.  D.F. King  & Co.,  Inc. has been  retained to  serve as  the 
information agent and tender agent. 

For additional information regarding the  terms of the Offers, please  contact 
J.P. Morgan Securities  LLC at +1  (866) 834-4666 (toll  free within U.S.)  or 
collect at: +1 (212) 834-2452. Requests for documents and questions regarding
the tender of Notes may be directed to  D.F. King & Co., Inc. toll free at  +1 
(800) 758-5378 or collect at +1 (212) 269-5550. 

The Offer  to Purchase  is expected  to  be distributed  to holders  of  Notes 
beginning today. Copies of the Offer to  Purchase may also be obtained at  no 
charge from D.F. King & Co., Inc.

None of ArcelorMittal, AM  USA, the dealer manager,  the information agent  or 
the tender agent  makes any  recommendation as to  whether any  holder of  the 
Notes should  tender or  refrain from  tendering  all or  any portion  of  the 
principal amount of the Notes.

This press release is neither an offer  to purchase nor a solicitation to  buy 
any Notes nor is it  a solicitation for acceptance of  the Offer. It is  also 
not an invitation to any holder of the AM Finance Bonds to offer to sell  such 
bonds to the Company, which is being made by a separate Invitation for Offers.
The Offerors are making the Offer only by, and pursuant to the terms of,  the 
Offer to Purchase. The Offer is not being made to (nor will tenders of  Notes 
be accepted from  or on behalf  of) holders  of Notes in  any jurisdiction  in 
which the making  or acceptance thereof  would not be  in compliance with  the 
securities, blue sky  or other  laws of such  jurisdiction. This  announcement 
must be read in conjunction with the Offer to Purchase.


United Kingdom. The  communication of  the Offer  to Purchase  and any  other 
documents or  materials relating  to the  Offer is  not being  made, and  such 
documents and/or materials have not been approved, by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000 (the
"FSMA").  Accordingly,  such   documents  and/or  materials   are  not   being 
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such  documents and/or materials is exempt  from 
the restriction on financial promotions under section 21(1) of the FSMA on the
basis that it is only  directed at and may only  be communicated to (1)  those 
persons who are existing members or creditors of the Offerors or other persons
within Article 43(2) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (2) persons who fall within Article 49 of
the Order ("high net worth  companies, unincorporated associations etc.");  or 
(3) any other persons to whom such documents and/or materials may lawfully  be 
communicated in circumstances  in which  section 21(1)  of the  FSMA does  not 
apply to the  Offerors. Any investment  or investment activity  to which  the 
Offer to Purchase relates is available only to such persons or will be engaged
only with such persons and other persons should not rely on it.

France. The Offer is not being made, directly or indirectly, to the public in
the Republic of France. Neither the Offer to Purchase nor any other  documents 
or offering materials relating to the Offer have been or shall be  distributed 
to the public in France and only (i) providers of investment services relating
to  portfolio  management  for  the   account  of  third  parties   (personnes 
fournissant le service d'investissement de gestion de portefeuille pour compte
de tiers) and/or  (ii) qualified investors  (investisseurs qualifiés),  acting 
for their  own account,  other than  individuals, all  as defined  in, and  in 
accordance with,  Articles L.411-1,  L.411-2 and  D.411-1 of  the French  Code 
monétaire et financier, are eligible to participate in the Offer. The Offer to
Purchase has not  been submitted  to the  clearance procedures  (visa) of  the 
Autorité des marchés financiers.

Italy. Neither of the Offer to Purchase nor any other documents or  materials 
relating to  the  Offer  have been  or  will  be submitted  to  the  clearance 
procedure of the Commissione  Nazionale per le Società  e la Borsa  ("CONSOB") 
pursuant to  Italian laws  and regulations.  The Offer  to Purchase  is  being 
carried out in the Republic of  Italy ("Italy") as an exempted offer  pursuant 
to article 101-bis,  paragraph 3-bis of  the Legislative Decree  No. 58 of  24 
February 1998, as amended (the  "Financial Services Act") and article  35-bis, 
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial  owners of  the Notes that  are resident  or located  in 
Italy can tender their Notes for purchase through authorized persons (such  as 
investment firms, banks or financial intermediaries permitted to conduct  such 
activities in the Republic of Italy in accordance with the Financial  Services 
Act, CONSOB Regulation No. 16190 of 29  October 2007, as amended from time  to 
time, and Legislative Decree No. 385 of  1 September 1993, as amended) and  in 
compliance with applicable laws and  regulations or with requirements  imposed 
by CONSOB or any other Italian  authority. Each intermediary must comply  with 
the applicable laws  and regulations concerning  information duties  vis-à-vis 
its clients in connection with the Notes or the Offer to Purchase.

Canada. The materials relating to the Offer do not constitute, and may not be
used in connection with, an offer or solicitation in any place where offers or
solicitations are not permitted  by law. Any offer  or solicitation in  Canada 
must be made through a dealer that is appropriately registered under the  laws 
of the applicable province or territory of Canada, or pursuant to an exemption
from that requirement.


About ArcelorMittal

ArcelorMittal is the world's leading integrated steel and mining company, with
a presence in more than 60 countries.

ArcelorMittal is  the leader  in  all major  global steel  markets,  including 
automotive, construction, household appliances and packaging, with leading R&D
and technology, as  well as  sizeable captive  supplies of  raw materials  and 
outstanding distribution  networks. With  an industrial  presence in  over  20 
countries spanning four continents,  the Company covers all  of the key  steel 
markets, from emerging to mature.

Through  its   core  values   of  sustainability,   quality  and   leadership, 
ArcelorMittal commits to operating  in a responsible way  with respect to  the 
health,  safety  and  well-being  of   its  employees,  contractors  and   the 
communities in which  it operates.  It is  also committed  to the  sustainable 
management of  the environment.  It takes  a leading  role in  the  industry's 
efforts to  develop  breakthrough  steelmaking technologies  and  is  actively 
researching  and  developing  steel-based  technologies  and  solutions   that 
contribute to combat climate change.

In  2012,  ArcelorMittal  had  revenues  of  $84.2  billion  and  crude  steel 
production of  88.2million tonnes,  representing  approximately 6  percent  of 
world steel output.

ArcelorMittal is listed  on the stock  exchanges of New  York (MT),  Amsterdam 
(MT), Paris  (MT), Luxembourg  (MT)  and on  the  Spanish stock  exchanges  of 
Barcelona, Bilbao, Madrid and Valencia (MTS).

For more information about ArcelorMittal please visit:

About ArcelorMittal USA LLC

ArcelorMittal USA LLC is an indirect wholly owned subsidiary of ArcelorMittal.
ArcelorMittal USA LLC is one of the largest steelmakers in North America  and 
serves a broad U.S. manufacturing base. The company has operations in 9 states
of the United States with an  annual raw steel production capability of  about 
23 million short tons. It produces steel either by integrated steel facilities
using iron ore, limestone and coke,  or electric arc furnaces which  generally 
melt scrap steel. The  principal products of ArcelorMittal  USA LLC include  a 
range of hot-rolled, cold-rolled and coated sheets, tin mill products,  carbon 
and alloy plates, wire  rod, rail products, bars  and semi-finished shapes  to 
serve the automotive,  construction, pipe and  tube, appliance, container  and 
machinery markets. All  of these  products are available  in standard  carbon 
grades as  well  as  high  strength,  low  alloy  grades  for  more  demanding 
applications. Sales  are made  to all  major direct  steel-consuming  markets, 
primarily in  the Midwest  of the  United States,  as well  as to  third-party 
processors and service centers.

Contact information ArcelorMittal Investor Relations

Europe:       +352 4792 2484
Americas:      +1 312 899 3569
Retail:       +352 4792 2434
SRI:       +44 203 214 2854
Bonds/Credit:      +33 1 71 92 10 26

Contact information ArcelorMittal Corporate Communications

Phone:       +352 4792 5000

ArcelorMittal Corporate Communications

Tobin Postma (Head of Media Relations):   +44 203 214 2412
Laura Nutt:      +44 207 543 1125

Maitland Consultancy

Martin Leeburn:      +44 20 7379 5151

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Sylvie Dumaine / Anne-Charlotte Creach:        +33 (1) 53 70 74 70

Tender Agent - D.F. King


This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.

Source: ArcelorMittal S.A. via Thomson Reuters ONE
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