##### 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
    June 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




---



##### 



TABLE OF
    CONTENTS
  
  PagePART I 
    FINANCIAL INFORMATIONITEM 1.


FINANCIAL
    STATEMENTS


3ITEM 2.


MANAGEMENTS
    NARRATIVE ANALYSIS  RESULTS OF OPERATIONS


15ITEM 4.


CONTROLS AND
    PROCEDURES


17PART II 
    OTHER INFORMATIONITEM 1.


LEGAL
    PROCEEDINGS


19ITEM 6.


EXHIBITS


20SIGNATURE



21Certification by the Chief Executive OfficerCertification by the Chief Financial OfficerSection 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


Six Months EndedJune 30,


June 30,


June 30,


June 30,2006


2005


2006


2005Net sales

$
3,375


$
2,558


$
6,736


$
3,462Costs and expenses:Cost of sales (excluding
    Depreciation and amortization shown separately below)


2,873



2,217



5,789



2,856Selling, general and
    administrative and other expenses


68



62



147



70Depreciation and amortization


89



61



183



86Total costs and expenses


3,030



2,340



6,119



3,012Income from operations


345



218



617



450Interest and other financing
    expense, net


49



43



98



63Income before income taxes


296



175



519



387Provision for income taxes


118



42



179



126Net income

$
178


$
133


$
340


$
261    3




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##### Table of Contents



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


December 31,2006


2005(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
6


$
55Restricted cash


2



8Receivables, net of allowances of
    $70 and $60


1,150



975Receivable from related companies


8



6Inventories


2,497



2,508Prepaid expenses and other


121



145Total current assets


3,784



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


5,664



5,779Investments in and advances to
    joint ventures


304



273Receivable from related companies


172



109Other assets


208



307Goodwill


177



Deferred income taxes


202



163Total assets

$
10,511


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

$
937


$
1,018Payables to related companies


138



35Accrued salaries, wages and benefits


421



284Accrued taxes


279



212Accrued expenses and other
    liabilities


234



155Unfavorable contracts


262



367Current debt and capital lease
    obligations


25



42Deferred income taxes


129



99Total current liabilities


2,425



2,212Long-term liabilities:Related party debt


2,120



2,270Debt and capital lease obligations


774



821Pension and other retiree benefits


1,901



1,988Other long-term liabilities


629



684Total long-term liabilities


5,424



5,763Total liabilities


7,849



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


663



323Accumulated other comprehensive loss


(633
)


(610
)Total stockholder equity


2,662



2,353Total liabilities and stockholder
    equity

$
10,511


$
10,328    4




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##### Table of Contents



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


Six MonthsEnded


EndedJune 30, 2006


June 30, 2005Operating activities:Net income

$
340


$
261Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation


183



86Deferred income taxes


97



85Net amortization of purchased
    intangibles and contracts


(190
)


(42
)Undistributed earnings from joint
    ventures


(21
)


(21
)Other non-cash operating expenses


11



(5
)Change in operating assets and
    liabilities, net of effects from acquisitions:Receivables


(176
)


232Inventories


10



81Prepaid expenses and other assets


(8
)


(8
)Accounts payable


(42
)


(146
)Payables to / receivables from
    related companies


33



4Deferred employee benefit cost


49



(345
)Accrued expenses and other
    liabilities


47



(3
)Net cash provided by operating
    activities


333



179Investing activities:Capital expenditures


(156
)


(101
)Investment in, advances to and
    distributions from joint ventures, net


10



14Restricted cash


6



(13
)Acquisition of ISG, net of cash
    acquired






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


15



13Other cash from investing
    activities


11



Net cash used in investing
    activities


(114
)


(1,559
)Financing activities:Proceeds from long-term debt and
    note payable to related companies






2,072Proceeds (payments) from revolver
    borrowings






212Payments on long-term debt to
    related companies


(229
)


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


(13
)


(7
)Payments on note receivable from
    related companies, net






(248
)Deferred financing costs


(4
)


Proceeds (payments) payable to
    banks


(22
)


(6
)Net cash provided by (used in)
    financing activities


(268
)


1,411Net change in cash and cash
    equivalents


(49
)


31Cash and cash
    equivalents  beginning of period


55



81Cash and cash
    equivalents  end of period

$
6


$
112Supplemental schedule of
    noncash operating and financing activities:Conversion of long term Pension
    Benefit Guaranty Note to Parents common stock


35



    5




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##### Table of Contents



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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##### Table of Contents



MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
     (3)
    Recently
    Issued or Adopted Accounting Standards  Inventory
    Costs.
  Share Based Payment Share-Based Payment
  FAS 109-1  FAS No. 109-1 Application of FASB Statement No. 109, Accounting for
    Income Taxes, to the Tax Deduction on Qualified Production
    Activities Provided by the American Jobs Creation Act of
    2004.
  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.
 7




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##### Table of Contents



MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
    Accounting for Servicing of
    Financial Assets. Debt  Former Credit Facilities Form 10-K
  Accounting for
    Uncertainty in Income Taxes
  (4)
    Inventories    June 30,


December 31,2006


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

$
1,007


$
1,005Finished and semi-finished goods


1,540



1,5102,547



2,515LIFO reserve


(50
)


(7
)Total

$
2,497


$
2,508    8




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##### Table of Contents



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


Six Months EndedJune 30,


June 30,


June 30,


June 30,2006


2005


2006


2005Net income

$
178


$
133


$
340


$
261Other comprehensive income (loss)Derivative financial instrumentsChange in value during the period


15



(10
)


(39
)


(10
)Recognized in net income


(5
)






2



Income taxes


(3
)


4



14



4Total other comprehensive income
    (loss)


7



(6
)


(23
)


(6
)Total comprehensive income

$
185


$
127


$
317


$
255    10




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##### Table of Contents



MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
   (8)
    Pension
    and Other Postretirement Benefit Plans            Pension


Other BenefitsThree Months Ended June 30,2006


2005


2006


2005Service cost

$
10


$
10


$
2


$
2Interest cost


41



40



14



14Expected return on plan assets


(51
)


(47
)






(1
)Amortization of unrecognized
    actuarial loss


18



14



2



Amortization of unrecognized prior
    service cost (credit)


3



2



(19
)


(7
)Total net periodic postretirement
    benefit cost (credit)

$
21


$
19


$
(1
)

$
8   11




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##### Table of Contents



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


BenefitsSix Months Ended June 30,2006


2005


2006


2005Service cost

$
20


$
19


$
4


$
4Interest cost


82



79



28



27Expected return on plan assets


(102
)


(92
)






(1
)Amortization of unrecognized
    actuarial loss


36



28



4



Amortization of unrecognized prior
    service cost (credit)


6



4



(38
)


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

$
42


$
38


$
(2
)

$
16   (9)
    Other
    Long-Term Liabilities    Business Combinations Environmental
    Remediation Liabilities. Accounting for Asset Retirement
    Obligations.
 12




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##### Table of Contents





MITTAL
    STEEL USA INC.




Notes to
    Financial Statements  (Continued)






ISG Acquisition)




|                                                                    |  |                           |     |   |      |                           |     |   |             |  |   |      |   |  |   |     |  
|------------------------------------------------------------------- |  | ------------------------- | --- | - | ---- | ------------------------- | --- | - | ----------- |  | - | ---- | - |  | - | --- | -
|                                                                    |  |                           |     |   |      |                           |     |   | Contract    | 
|                                                                    |  | Environmental             |     |   |      | Employee                  |     |   | Termination | 
|                                                                    |  | and ARO                   |     |   |      | Termination               |     |   | Costs       | 
|                                                                    |  | Six Months Ended June 30, |     |   |      | Six Months Ended June 30, |    
|                                                                    |  | 2006                      |     |   | 2005 |                           |     |   | 2006        |  |   | 2006 |  
|Balance  beginning of
    period                                   |  | $                         | 287 |   |      | $                         | 8   |   |             |  | $ | 55   |   |  | $ | 45  |  
|Liabilities recognized at
    acquisition                           |  |                           |    |   |      |                           | 232 |   |             |  |   |     |   |  |   |    |  
|Revision of amounts previously
    recorded in business combination |  |                           |    |   |      |                           |    |   |             |  |   | 12   |   |  |   | 68  |  
|Recognized in earnings                                              |  |                           | 7   |   |      |                           | 3   |   |             |  |   |     |   |  |   |    |  
|Spending charged to the liability                                   |  |                           | (14 | ) |      |                           | (3  | ) |             |  |   | (45  | ) |  |   | (6  | )
|                                                                    |  |                           |     |   |      |                           |     |   |             |  |   |      |   |  |   |     |  
|Balance  end of period                                             |  | $                         | 280 |   |      | $                         | 240 |   |             |  | $ | 22   |   |  | $ | 107 |  
|                                                                    |  |                           |     |   |      |                           |     |   |             |  |   |      |   |  |   |     |  
|Undiscounted amount                                                 |  | $                         | 477 |   |      | $                         | 386 |   |             |  | $ | 22   |   |  | $ | 151 |  
|                                                                    |  |                           |     |   |      |                           |     |   |             |  |   |      |   |  |   |     |  





|     |                               
|---- | ------------------------------
|(10) | Related
    Party Transactions



Debt








|                                |  |         |     |  |              |   |     | 
|------------------------------- |  | ------- | --- |  | ------------ | - | --- | 
|                                |  | June 30 |     |  | December 31, |  
|                                |  | 2006    |     |  | 2005         |  
|                               
|Balance sheet:                  |  |         |     |  |              |   |     | 
|Payable to related parties      |  | $       | 138 |  |              | $ | 35  | 
|                                |  |         |     |  |              |   |     | 
|Receivable from related parties |  | $       | 180 |  |              | $ | 115 | 
|                                |  |         |     |  |              |   |     | 





|                                                                 |  |                             |     |  |                           |   |     |      |  |   |      |  |  |   |     | 
|---------------------------------------------------------------- |  | --------------------------- | --- |  | ------------------------- | - | --- | ---- |  | - | ---- |  |  | - | --- | 
|                                                                 |  | Three Months Ended June 30, |     |  | Six Months Ended June 30, |  
|                                                                 |  | 2006                        |     |  | 2005                      |   |     | 2006 |  |   | 2005 | 
|                                                                
|Statements of
    Operation:                                     |  |                             |     |  |                           |   |     |      |  |   |      |  |  |   |     | 
|Interest and other financing
    expense, net to related parties |  | $                           | 49  |  |                           | $ | 39  |      |  | $ | 97   |  |  | $ | 56  | 
|MSUSA purchases from related
    parties                         |  |                             | 90  |  |                           |   | 93  |      |  |   | 138  |  |  |   | 164 | 
|MSUSA sales of inventory to
    related parties                  |  |                             | 104 |  |                           |   | 135 |      |  |   | 199  |  |  |   | 238 | 



13



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##### Table of Contents



MITTAL
    STEEL USA INC.
  Notes to
    Financial Statements  (Continued)
   (11)
    Joint
    Ventures      Three Months Ended

Six Months EndedJune 30,

June 30,

June 30,

June 30,2006

2005

2006

2005Results for the year:Gross revenue

$
402


$
286


$
731


$
541Costs and expenses


350



271



628



516Net income

$
52


$
15


$
103


$
25   6/30/2006

12/31/2005Balance sheet:Current assets

$
238


$
276Total assets


878



904Current liabilities


255



271Total liabilities


527



584Net assets

$
351


$
320     (12)  Subsequent
    Events
   14




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##### Table of Contents



ITEM 2.
    MANAGEMENTS
    NARRATIVE ANALYSIS  RESULTS OF
    OPERATIONS  Forward-Looking
    Statements
    
    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
    15




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##### Table of Contents



Three Months Ended June 30MSUSA

ISG

MSUSA ISG

Inland

Combined4/1/06  6/30/06

4/1/05  4/15/05

4/16/05  6/30/05

4/1/05  6/30/05

4/1/05  6/30/05(Dollars and tons in millions)Net sales

$
3,375


$
468


$
1,939


$
626


$
3,033Cost of goods sold


2,873



389



1,673



552



2,614Selling, gen.& admin.


68



86



53



9



148Depreciation


89



7



35



26



68Other (income) exp.














(1
)


(1
)Interest expense, net


49



4



22



21



47Income taxes


118



1



39



3



43Net income(loss)

$
178


$
(19
)

$
117


$
16


$
114Shipments


5.1



.5



3.0



1.0



4.5Raw steel production


5.8



.5



3.0



1.0



4.5   Six Months Ended June 30MSUSA

ISG

MSUSA ISG

Inland

Combined1/1/06  6/30/06

1/1/05  4/15/05

4/16/05  6/30/05

1/1/05  6/30/05

1/1/05  6/30/05(Dollars and tons in millions)Net sales

$
6,736


$
3,128


$
1,939


$
1,531


$
6,598Cost of goods sold


5,789



2,644



1,673



1,191



5,508Selling, gen.& admin.


147



159



53



19



231Depreciation


183



48



35



51



134Other (income) exp.






(10
)






(2
)


(12
)Interest expense, net


98



15



22



41



78Income taxes


179



109



39



87



235Net income(loss)

$
340


$
163


$
117


$
144


$
424Shipments


10.2



4.3



3.0



2.3



9.6Raw steel production


11.8



5.4



2.9



2.3



10.6   Second
    Quarter 2006 Compared to Second Quarter 2005
       16




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##### Table of Contents



First Six
    Months 2006 Compared to First Six Months 2005
            Liquidity
    ITEM 4.
    CONTROLS
    AND PROCEDURES  EVALUATION
    OF DISCLOSURE CONTROLS
   17




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##### Table of Contents



(a)
    Evaluation
    of Disclosure Controls and Procedures  (d)-15
    (b)
    Status
    Of, And Changes In, Internal Control over Financial
    Reporting    Form 10-K
 18




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##### Table of Contents



Recent
    Review of Internal Control Over Financial Reporting








Remediation
    Activities








PART II 
    OTHER INFORMATION




|        |                      
|------- | ---------------------
|ITEM 1. | LEGAL
    PROCEEDINGS



Environmental
    Matters












CAA, CWA
    and Other Matters




Clean Air
    Act








Clean
    Water Act










19



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##### Table of Contents



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.      



20



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##### Table of Contents



SIGNATURE      By:
    /s/ Vaidya Sethuraman    Title:
    Vice President Finance and       21




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##### Table of Contents



EXHIBIT INDEX
  QUARTERLY
    REPORT ON
    FORM 10-Q
  MITTAL
    STEEL USA INC.
 FOR THE
    QUARTER ENDED JUNE 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.  22