##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended
    September 30, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    from          
    to   Commission file number 1-31926
  MITTAL STEEL USA INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

71-0871875(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification Number)1 South Dearborn, Chicago,
    Illinois

60603(Address of Principal Executive
    Offices)

(Zip Code)    (312) 899-3400
 (Registrants Telephone
    Number Including Area Code)
   The Registrant meets the conditions set forth in General
    Instruction H(1)(a) and (b) of
    Form 10-Q
    and is therefore filing this Form with the reduced disclosure
    format.
  þ o
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ




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##### 



TABLE OF
    CONTENTS
  
  PagePART I 
    FINANCIAL INFORMATIONITEM 1.


FINANCIAL
    STATEMENTS


3ITEM 2.


MANAGEMENTS
    NARRATIVE ANALYSIS  RESULTS OF OPERATIONS


16ITEM 4.


CONTROLS AND
    PROCEDURES


18PART II 
    OTHER INFORMATIONITEM 1.


LEGAL
    PROCEEDINGS


20ITEM 6.


EXHIBITS


21SIGNATURE


22Certification by the CEOCertification by the CFOSection 906 Certifications   2




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##### Table of Contents



PART I
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  MITTAL
    STEEL USA INC.
    Consolidated Statements of Operations
    (Unaudited)
    (Dollars in millions)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005Net sales

$
3,303


$
2,637


$
10,039


$
6,099Costs and expenses:Cost of sales (excluding
    Depreciation and amortization shown separately below)


2,733



2,380



8,522



5,236Selling, general and
    administrative and other expenses


84



70



231



140Depreciation and amortization


89



78



272



164Total costs and expenses


2,906



2,528



9,025



5,540Income from operations


397



109



1,014



559Interest and other financing
    expense, net


49



46



147



109Income before income taxes


348



63



867



450Provision for income taxes


132



18



311



144Net income

$
216


$
45


$
556


$
306    3




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MITTAL
    STEEL USA INC.
  Consolidated
    Balance Sheets
 (Dollars
    in millions except share and per share amounts)
  September 30,


December 31,2006


2005(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
18


$
55Restricted cash


2



8Receivables, net of allowances of
    $76 and $60


1,196



977Receivable from related companies


28



4Inventories


2,683



2,508Prepaid expenses and other


123



145Total current assets


4,050



3,697Long-term assets:Property, plant and equipment, net


5,688



5,779Investments in and advances to
    joint ventures


310



273Receivable from related companies


14



109Other assets


208



307Goodwill


181



Deferred income taxes


146



163Total assets

$
10,597


$
10,328LIABILITIES AND STOCKHOLDER
    EQUITYCurrent liabilities:Accounts payable

$
950


$
1,018Payables to related companies


105



35Accrued salaries, wages and
    benefits


445



284Accrued taxes


183



212Accrued expenses and other
    liabilities


272



155Unfavorable contracts


168



367Current debt and capital lease
    obligations


51



42Deferred income taxes


246



99Total current liabilities


2,420



2,212Long-term
    liabilities:Related party debt


2,120



2,270Debt and capital lease obligations


719



821Pension and other retiree benefits


1,862



1,988Other long-term liabilities


606



684Total long-term liabilities


5,307



5,763Total liabilities


7,727



7,975Stockholder
    equityPreferred stock, $.01 par
    value, 100 shares authorized, 100 shares issued and
    outstanding, liquidation value $90


90



90Common stock, $.01 par value,
    1,000 shares authorized, 121 shares issued and
    outstanding






Additional paid-in capital


2,542



2,550Retained earnings


879



323Accumulated other comprehensive
    loss


(641
)


(610
)Total stockholder equity


2,870



2,353Total liabilities and stockholder
    equity

$
10,597


$
10,328    4




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MITTAL
    STEEL USA INC.
    Consolidated Statements of Cash Flows
    (Unaudited)
    (Dollars in millions)
  Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005Operating activities:Net income

$
556


$
306Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation


272



164Deferred income taxes


275



148Net amortization of purchased
    intangibles and contracts


(304
)


(93
)Undistributed earnings from joint
    ventures


(36
)


(35
)Other non-cash operating expenses


102



(2
)Change in operating assets and
    liabilities, net of effects from acquisitions:Receivables


(228
)


175Inventories


(176
)


198Prepaid expenses and other assets


(6
)


2Accounts payable


(45
)


(107
)Payables to / receivables from
    related companies


42



68Deferred employee benefit cost


(109
)


(409
)Accrued expenses and other
    liabilities


16



(101
)Net cash provided by operating
    activities


359



314Investing activities:Capital expenditures


(270
)


(158
)Investment in, advances to and
    distributions from joint ventures, net


18



21Restricted cash


6



Acquisitions, net of cash acquired


15



(1,472
)Proceeds from sale of property,
    plant and equipment


15



14Other cash from investing
    activities


10



Net cash used in investing
    activities


(206
)


(1,595
)Financing activities:Proceeds from long-term debt and
    note payable to related parties






2,251Payments on long-term debt to
    related companies


(150
)


(612
)Payments of note payable and
    long-term debt


(19
)


(114
)Payments on note receivable from
    related companies, net


(7
)


(247
)Deferred financing costs


(3
)


Proceeds (payments) payable to
    banks


(11
)


(5
)Net cash provided by (used in)
    financing activities


(190
)


1,273Net change in cash and cash
    equivalents


(37
)


(8
)Cash and cash
    equivalents  beginning of period


55



81Cash and cash
    equivalents  end of period

$
18


$
73Supplemental schedule of
    noncash operating and financing activities:Conversion of long term Pension
    Benefit Guaranty Note to Parents common stock


35



Repayment of third party debt by
    reduction of inter-group net receivable


55



    5




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MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements
 (Unaudited)
    (Dollars in millions)
  (1)
    Reporting
    Entity  ISG Acquisition
    Form 10-K
    (2)
    ISG
    Acquisition  Business Combinations.
    Other Long-Term
    Liabilities
 6




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MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
    (3)
    Recently
    Issued or Adopted Accounting Standards  Inventory Costs.
  Share Based Payment Share-Based Payment
  Exchange of Non-monetary
    Assets.
  Accounting Changes and Error
    Corrections Accounting
    Changes Reporting Accounting
    Changes in Interim Financial Statements.
  Accounting for Certain Hybrid
    Financial Instruments.
  Accounting for Servicing of
    Financial Assets. Debt Form 10-K
 7




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MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
    Accounting for
    Uncertainty in Income Taxes
  Considering the
    Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements.
  Fair Value Measurements.
  Accounting for Planned Major Maintenance Activities. accrue-in-advance accrue-in-advance
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans.
 8




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MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
    (4)  Inventories
  Last-in, First-out
  September 30,


December 31,2006


2005First-in, first-out (FIFO) or
    average cost:Raw materials

$
1,132


$
1,005Finished and semi-finished goods


1,622



1,5102,754



2,515LIFO reserve


(71
)


(7
)Total

$
2,683


$
2,508   Accounting Changes
  (5)  Debt
     9




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##### Table of Contents



MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
                (6)  Income
    Taxes
    Accounting for Income Taxes
 10




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##### Table of Contents



MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
    (7)
    Comprehensive
    Income  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005Net income

$
216


$
45


$
556


$
306Other comprehensive income (loss):Derivative financial instruments:Change in value during the period


(13
)


16



(52
)


6Recognized in net income


(2
)










Income taxes


7



(6
)


21



(2
)Total other comprehensive income
    (loss)


(8
)


10



(31
)


4Total comprehensive income

$
208


$
55


$
525


$
310     (8)
    Pension
    and Other Postretirement Benefit Plans     11




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##### Table of Contents



MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
        Pension


Other Benefits


Pension


Other BenefitsThree Months Ended September 30,


Nine Months Ended September 30,2006


2005


2006


2005


2006


2005


2006


2005Service cost

$
10


$
10


$
2


$
3


$
30


$
29


$
7


$
7Interest cost


42



40



14



15



125



119



41



42Expected return on plan assets


(42
)


(46
)


(1
)






(145
)


(138
)


(2
)


(1
)Amortization of unrecognized
    actuarial loss (gain)


18



16



3



(7
)


55



44



9



(7
)Amortization of unrecognized prior
    service cost (credit)


2







(19
)






8



4



(58
)


(14
)Total net periodic postretirement
    benefit cost (credit)

$
30


$
20


$
(1
)

$
11


$
73


$
58


$
(3
)

$
27   (9)
    Other
    Long-Term Liabilities   12




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MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
  ISG Acquisition)
  ContractEmployee


TerminationEnvironmental and ARO


Termination


CostsNine Months Ended September 30,2006


2005


2006


2005


2006Balance  beginning of
    period

$
287


$
44


$
55


$



$
45Liabilities recognized (or
    revision of previously recorded amounts) in a business
    combination






232



12







68Reclassified to capital lease
    obligations


















(11
)Recognized in earnings


17



6







6



Spending charged to the liability


(21
)


(10
)


(50
)


(6
)


(16
)Balance  end of period

$
283


$
272


$
17


$



$
86Undiscounted amount

$
496


$
483


$
17


$



$
129   (10)
    Related
    Party Transactions  Debt
      September 30,


December 31,2006


2005Balance sheet:Payable to related parties

$
105


$
35Receivable from related parties

$
42


$
113   13




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MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
  Three Months


Nine MonthsEnded September 30,


Ended September 30,2006


2005


2006


2005Statements of
    Operation:Interest and other financing
    expense, net to related parties

$
41


$
39


$
138


$
96MSUSA purchases from related
    parties


75



175



213



339MSUSA sales of inventory to
    related parties


129



126



328



364   (11)
    Joint
    Ventures      Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005Results for the year:Gross revenue

$
293


$
266


$
1,024


$
807Costs and expenses


255



246



883



762Net income

$
38


$
20


$
141


$
45   9/30/2006


12/31/2005Balance sheet:Current assets

$
252


$
276Total assets


809



904Current liabilities


226



271Total liabilities


289



584Net assets

$
520


$
320     (12)
    Arcelor
    Merger   14




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##### Table of Contents



MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
    (13)
    Recognition
    of Insurance Recovery      (14)
    Subsequent
    events   15




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ITEM 2.  MANAGEMENTS
    NARRATIVE ANALYSIS  RESULTS OF
    OPERATIONS



Forward-Looking
    Statements



The Company and its representatives may from time to time make
    forward-looking statements in reports filed with the Securities
    and Exchange Commission (SEC), reports to stockholders, press
    releases, other written documents and oral presentations. These
    forward-looking statements may be identified by the use of
    predictive, future-tense or forward-looking terminology, such as
    believes, anticipates,
    expects, estimates, intends,
    may, or similar terms. These statements speak only
    as of the date of such statements and the Company will undertake
    no ongoing obligation, other than that imposed by law, to update
    these statements. These statements appear in a number of places
    in this report and include statements regarding the
    Companys intent, belief or current expectations of its
    directors, officers or advisors with respect to, among other
    things: 
    trends affecting the Companys financial condition, results
    of operations or future prospects;
    business and growth strategies;
    operating culture and philosophy; and
    financing plans and forecasts.    
    negative overall economic conditions or conditions in the
    markets served;
    competition within the steel industry;
    legislation or regulatory changes including changes in
    U.S. or foreign trade policy affecting steel imports or
    exports;
    changes in foreign currencies affecting the strength of the
    U.S. dollar;
    actions by domestic and foreign competitors;
    the inability to achieve our anticipated growth objectives;
    changes in availability or cost of raw materials, energy or
    other supplies; and
    labor issues affecting the Companys workforce or the steel
    industry generally;  Results
    of operations
  ISG Acquisition
   16




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##### Table of Contents



MSUSA ISG


Inland


Combined


MSUSA7/1/05  9/30/05


7/1/05  9/30/05


7/1/05  9/30/05


7/1/06  9/30/06Net sales

$
2,105


$
562


$
2,667


$
3,303Cost of goods sold


1,862



551



2,413



2,733Selling, gen. & admin.


59



9



68



84Depreciation


52



26



78



89Other (income) exp.






(3
)


(3
)


Interest expense, net


26



22



48



49Income taxes


42



(24
)


18



132Net income (loss)

$
64


$
(19
)

$
45


$
216Shipments


3.2



1.0



4.2



4.7Raw steel production


3.5



1.1



4.6



5.6   ISG


MSUSA ISG


Inland


Combined


MSUSA1/1/05  4/15/05


4/16/05  9/30/05


1/1/05  9/30/05


1/1/05  9/30/05


1/1/06  9/30/06Net sales

$
3,128


$
4,044


$
2,093


$
9,265


$
10,039Cost of goods sold


2,644



3,535



1,742



7,921



8,522Selling, gen. & admin.


159



112



28



299



231Depreciation


48



87



77



212



272Other (income) exp.


(10
)






(5.0
)


(15
)


Interest expense, net


15



48



63



126



147Income taxes


109



81



63



253



311Net income (loss)

$
163


$
181


$
125


$
469


$
556Shipments


4.3



6.2



3.3



13.8



15.0Raw steel production


5.4



6.4



3.4



15.2



17.4   Third
    Quarter 2006 Compared with Third Quarter 2005
         17




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##### Table of Contents



First
    Nine Months 2006 Compared with First Nine Months 2005
            Liquidity
    ITEM 4.
    CONTROLS
    AND PROCEDURES  EVALUATION
    OF DISCLOSURE CONTROLS
   18




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(a)
    Evaluation
    of Disclosure Controls and Procedures  Form 10-Q
    (b)
    Status
    Of, And Changes In, Internal Control over Financial
    Reporting    Form 10-K
 19




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##### Table of Contents



Recent
    Review of Internal Control Over Financial Reporting
    Remediation
    Activities
  Form 10-K Form 10-Q
 PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Environmental
    Matters
      CAA, CWA
    and Other Matters
  Clean Air
    Act
       20




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##### Table of Contents



Clean
    Water Act
    Other
    ITEM 6.
    EXHIBITS  31
.1

Certification by the Chief
    Executive Officer pursuant to
    Rules 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification by the Chief
    Financial Officer pursuant to
    Rules 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certifications pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  21




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##### Table of Contents



SIGNATURE      By:
    /s/ Vaidya Sethuraman   Title:
    Vice President Finance and       22




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##### Table of Contents



EXHIBIT INDEX
  QUARTERLY
    REPORT ON
    FORM 10-Q
  MITTAL
    STEEL USA INC.
 FOR THE
    QUARTER ENDED SEPTEMBER 30, 2006
  Exhibit31
.1

Certification by the Chief
    Executive Officer pursuant to
    Rules 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification by the Chief
    Financial Officer pursuant to
    Rules 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certifications pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  23