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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For 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
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)1 South Dearborn, Chicago, Illinois
    
    60603(Address of Principal Executive Offices)
    
    (Zip Code)
 (312) 899-3400
 None
 None
  o þ
 þ o
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-Accelerated filer þ
 o þ




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR THE REGISTRANTS COMMON STOCK, RELATED SECURITY HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS NARRATIVE ANALYSIS    RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-3.1 Fifth Amended and Restated Certificate of IncorporationEX-3.2 Certificate of DesignationsEX-3.3 By-Laws of Mittal Steel USA Inc.EX-18.1 Deloitte & Touche LLPEX-21.1 SubsidiariesEX-24.1 Power of AttorneyEX-31.1 Certification of Chief Executive OfficerEX-31.2 Certification of Chief Accounting OfficerEX-32.1 Section 906 Certifications    Table of Contents  
 PART I
 
 ITEM 1. BUSINESS.
 Our Company
  Steel Production
   Products
  Actual
    
    Proforma2005
    
    2004
    
    2003
    
    2005
    
    2004
    
    2003Hot Rolled
    
    
    37
    %
    
    
    15
    %
    
    
    16
    %
    
    
    34
    %
    
    
    35
    %
    
    
    36
    %Cold Rolled
    
    
    15
    %
    
    
    59
    %
    
    
    60
    %
    
    
    27
    %
    
    
    29
    %
    
    
    32
    %Coated
    
    
    23
    %
    
    
    14
    %
    
    
    14
    %
    
    
    19
    %
    
    
    19
    %
    
    
    18
    %Plate
    
    
    11
    %
    
    
    
    
    
    
    
    
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %Tin Plate
    
    
    7
    %
    
    
    
    
    
    
    
    
    
    
    5
    %
    
    
    4
    %
    
    
    2
    %Rail, Bars and Other
    
    
    7
    %
    
    
    12
    %
    
    
    10
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Hot-Rolled Products.
 2




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Cold-Rolled Products.
 Coated Products. TM
 Plate.
 Tin Mill.
 Bars
 Rail.
 Wire Rod.
 Customers
  Direct Sales to End-Users.
 Sales to Intermediate Processors and Steel Service Centers.
 3




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Contract and Spot Sales
 International Sales.
 Sales, Customer Service and Product Development
   Competition
      Raw Materials
  4




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Iron Ore
        Coal and Coke
  5




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Scrap
  Energy and Industrial Gases
  Employees
  6




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Regulatory Environment
 Unfair Trade Practices and Trade Remedies
   Section 201 Tariffs
  Environmental Matters
  RCRA, CERCLA and Other Remediation Matters
  7




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Clean Air Act
   Clean Water Act
  10




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Other
     Intellectual Property
  Available Information
  www.mittalsteel.com
 FORWARD-LOOKING STATEMENTS
  11




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
    
    trends affecting our 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;
    
    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 our workforce or the steel industry generally.
 
 ITEM 1A. RISK FACTORS.
  MSUSA may not achieve the expected synergies from the combination of former Ispat Inland Inc. into
the former International Steel Group Inc.
  Under-funding of pension and other post-retirement benefit plans and the need to make substantial
cash contributions to pension plans, which may increase in the future, may reduce the cash
available for MSUSAs business.
   12




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MSUSA may encounter supply shortages and increases in the cost of raw materials, energy and
transportation.
  
    
    new laws or regulations;
    
    suppliers allocations to other purchasers;
    
    interruptions in production by suppliers;
    
    accidents or other similar events at suppliers premises or along the supply chain;
    
    changes in exchange rates;
    
    consolidation in steel-related industries;
    
    worldwide price fluctuations and other factors; and
    
    availability and cost of transportation.
  MSUSA may face significant price and other forms of competition from other steel producers, which
could have a material adverse effect on its business, financial condition, results of operations or
prospects.
  §
    
    benefit from greater capital resources;§
    
    have different technologies;§
    
    have lower raw material and energy costs; and§
    
    have lower employee post-retirement benefit costs.
  §
    
    the recent trend toward consolidation amongst competitors in the steel industry,
particularly in Europe and the United States;
 13




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§
    
    exchange rate fluctuations that may make the products of MSUSA less competitive in
relation to the products of steel companies based in other countries; and§
    
    the development of new technologies for the production of steel and steel-related
products.
 MSUSA is susceptible to the cyclicality of the steel industry.
  Steel companies are susceptible to changes in governmental policies and international economic
conditions.
  Competition from other materials may have a material adverse effect on MSUSAs business, financial
condition, results of operations or prospects.
  MSUSA could experience labor disputes that could disrupt operations
  Equipment downtime or shutdowns could adversely affect MSUSAs business, financial condition,
results of operations or prospects
  The income tax liability of MSUSA may substantially increase if the tax laws and regulations change
or become subject to adverse interpretations or inconsistent enforcement or if MSUSA is unable to
utilize certain tax benefits.
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Steel companies are subject to stringent environmental regulations, and MSUSA may be required to
spend considerable amounts of money in order to comply with such regulations.
   MSUSAs insurance policies provide limited coverage, potentially leaving it uninsured against some
business risks.
   Product liability claims could adversely affect MSUSAs operations.
  Significant expenditures and senior management time may be required with respect to MSUSAs
internal controls to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley
Act of 2002
 15




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MSUSA requires substantial capital investment and maintenance expenditures, which we may be unable
to provide
  MSUSAs debt level may limit its flexibility in managing its business.
    We have variable rate indebtedness that subjects us to interest rate risk, which could cause our
annual debt service obligations to increase significantly
  16




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ITEM 2. PROPERTIES.
 Principal Operating Facilities
  Integrated Steelmaking Facilities
 Burns Harbor:
 Indiana Harbor West:
 Indiana Harbor East:
 Cleveland:
 Sparrows Point:
 17




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Weirton:
 Riverdale:
 Electric Arc Furnaces
 Georgetown:
 Trinidad and Tobago:
 Coatesville:
 Steelton:
 18




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Rolling and Finishing Facilities
 Hennepin:
 Columbus:
 Conshohocken:
 Lackawanna:
 Railroads and Transportation
    Joint Ventures
 I/N Tek:
 I/N Kote:
 PCI Associates:
 Hibbing Taconite:
 19




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Empire Iron Mining:
 Bethlehem Roll Technologies LLC:
 Chesapeake Heavy Machine Services, LLC:
 Double G Coatings:
 WeBCo International, LLC:
 Steel Health Resources, LLC:
 Steel Construction Systems:
 AK-ISG Metal Coatings Co:
 Indiana Pickling and Processing Company:
  
 ITEM 3. LEGAL PROCEEDINGS.
    20




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON STOCK, RELATED SECURITY HOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
  
 ITEM 6. SELECTED FINANCIAL DATA.
  
 ITEM 7. MANAGEMENTS NARRATIVE ANALYSIS    RESULTS OF OPERATIONS .
 Acquisition .
  ISG
    
    MSUSA(a)
    
    
    
    
    
    ISG
    
    Inland1/1/05 
    
    4/16/05 
    
    Combined
    
    1/1/04 
    
    1/1/04 
    
    Combined(Dollars and tons in millions)
    
    4/15/05
    
    12/31/05
    
    2005
    
    12/31/04
    
    12/31/04
    
    2004Net sales
    
    $
    3,128
    
    
    $
    9,109
    
    
    $
    12,237
    
    
    $
    9,016
    
    
    $
    3,158
    
    
    $
    12,174Cost of goods sold
    
    
    2,634
    
    
    
    7,983
    
    
    
    10,617
    
    
    
    7,828
    
    
    
    2,487
    
    
    
    10,315Selling,
gen. & admin.
    
    
    159
    
    
    
    212
    
    
    
    371
    
    
    
    261
    
    
    
    40
    
    
    
    301Depreciation
    
    
    48
    
    
    
    255
    
    
    
    303
    
    
    
    129
    
    
    
    100
    
    
    
    229Other (income) exp.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    9
    
    
    
    (8
    )Interest exp., net
    
    
    15
    
    
    
    159
    
    
    
    174
    
    
    
    60
    
    
    
    110
    
    
    
    170Income tax (benefit)
    
    
    109
    
    
    
    172
    
    
    
    281
    
    
    
    (272
    )
    
    
    153
    
    
    
    (119
    )Net income
    
    $
    163
    
    
    $
    328
    
    
    $
    491
    
    
    $
    1,027
    
    
    $
    259
    
    
    $
    1,286Shipments
    
    
    4.4
    
    
    
    14.4
    
    
    
    18.8
    
    
    
    15.5
    
    
    
    5.6
    
    
    
    21.1Raw steel production
    
    
    4.9
    
    
    
    15.1
    
    
    
    20.0
    
    
    
    17.8
    
    
    
    6.1
    
    
    
    23.9
 
 (a)
    
    Includes ISG for the period 4/16/05  12/31/05 and Inland for the full year 1/1/05  12/31/05 21




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
  22




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 None.
 
 ITEM
9A. CONTROLS AND PROCEDURES.
 EVALUATION OF DISCLOSURE CONTROLS
   (a) Evaluation of Disclosure Controls and Procedures
 13a-15(e)
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(b) Status Of, And Changes In, Internal Control Over Financial Reporting
  Predecessor Issues
   Remediation Activities
   24




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
    
    Inventory and Cost of Goods Sold Process  management developed and implemented
policies and procedures defining consistent inventory valuation processes, implemented
a regional controller structure to provide better oversight of transactions, and
restricted access to key spreadsheets used to value and record inventories.
    
    Significant Spreadsheets  management now requires restricted access to key
spreadsheets by placing them in controlled access drives, and in a number of cases has
further reduced the potential for error by password protecting spreadsheets and by
performing a detailed review of the spreadsheet design to ensure that it is correct.
    
    Segregation of Duties in the Revenue Cycle  management has implemented a new
organizational structure with pricing activities centralized under the direction of our
Marketing management group, has assigned credit and collections activities to the
Treasury management group, and has assigned billing activities to our Accounting group,
thereby eliminating the segregation of duties conflicts.
   Recent Review of Internal Control Over Financial Reporting
    25




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
  
 ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 Accounting Fees and Services
 Fees
  2005
    
    
    2004Audit Fees (1)
    
    $
    12,286,000
    
    
    $
    1,088,000Audit-Related Fees (2)
    
    
    147,000
    
    
    
    366,000Tax Fees (3)
    
    
    1,175,000
    
    
    
    680,000All Other Fees (4)
    
    
    
    
    
    
    Total
    
    $
    13,608,000
    
    
    $
    2,134,000
 
 1.
    
    Audit fees include fees for the audit of our annual consolidated financial statements for the
years ended December 31, 2005 and 2004, limited reviews of the unaudited condensed
consolidated interim financial statements included in our quarterly public filings, and
purchase accounting work related to the ISG acquisition.2.
    
    Audit-related fees include services rendered in connection with the Companys issuance of $800
million of debt securities and audits of the Companys employee benefit plans.3.
    
    Tax fees are for tax services rendered consisting of services relating to tax compliance, tax
advice and tax planning.4.
    
    No other fees were charged. 26




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Audit Committee Pre-Approval Procedures
   
 PART IV
 
 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
   (1) Financial Statements and SchedulesReport of Independent Registered Public Accounting Firm
    
    
    1AConsolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003
    
    
    1Consolidated Balance Sheets as of December 31, 2005 and 2004
    
    
    2Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003
    
    
    3Consolidated Statements of Stockholder Equity(Deficit) for years ended December 31, 2005, 2004 and 2003
    
    
    4Notes to Consolidated Financial Statements.
    
    
    5(2) Consolidated Financial Statement SchedulesII  Valuation and Qualifying Accounts, for the years ended December 31, 2005, 2004 and 2003
    
    
    37
   (3) Exhibits
 ExhibitNumber
    
    Description of Document2.1
    
    Agreement and Plan of Merger and Reorganization, dated as of October 24, 2004, by
and among Ispat International N.V., Park Acquisition Corp. and International Steel
Group Inc. (incorporated by reference to Exhibit 2.1 to the Registrants Current
Report on Form 8-K filed with the Commission on October 28, 2004).2.2
    
    Amendment to Agreement and Plan of Merger and Reorganization, dated April 11, 2005,
among Mittal Steel Company, N.V. (formerly known as Ispat International N.V.), Park
Acquisition Corp. and International Steel Group Inc. (incorporated by reference to
Exhibit 2.1 to the Registrants Current Report on Form 8-K filed with the
Commission on April 11, 2005).2.3
    
    Agreement and Plan of Merger, dated as of December 28, 2005, between Ispat Inland
Inc. and Mittal Steel USA ISG Inc. (incorporated by reference to Exhibit 99.1 to
the Registrants Current Report on Form 8-K filed with the Commission on January 6,
2006).
 27




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ExhibitNumber
    
    Description of Document3.1*
    
    Fifth Amended and Restated Certificate of Incorporation of Mittal Steel USA ISG Inc.3.2*
    
    Certificate of Designations of Series A 8% Preferred Stock of Mittal Steel USA Inc.3.3*
    
    By-Laws of Mittal Steel USA Inc.4.1
    
    Exchange and Registration Rights Agreement, dated as of April 14, 2004, by and
among International Steel Group Inc., certain subsidiaries of International Steel
Group Inc., Goldman, Sachs & Co., UBS Securities LLC, Citigroup Global Markets
Inc., and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 4.5 of
the Registrants Quarterly Report on Form 10-Q for the period ended March 31,
2004).4.2
    
    Indenture, dated as of April 14, 2004, by and among International Steel Group Inc.,
certain subsidiaries of International Steel Group Inc. and The Bank of New York, as
trustee, including the Form of Our 6.50% Senior Notes due 2014. (incorporated by
reference to Exhibit 4.6 of the Registrants Quarterly Report on Form 10-Q for the
period ended March 31, 2004).4.3
    
    First Supplemental Indenture, dated as of August 23, 2004, by and among
International Steel Group Inc., certain subsidiaries of International Steel Group
Inc., and The Bank of New York, as trustee (incorporated by reference to Exhibit
4.3 of the Registrants Registration Statement on Form S-4 (Reg. No. 333-115912),
as amended).4.4
    
    Copy of First Mortgage Indenture, dated April 1, 1928, between Ispat Inland Inc.
(the Steel Company) and First Trust and Savings Bank and Melvin A. Traylor, as
Trustees, and of supplemental indentures thereto, to and including the
Thirty-Eighth Supplemental Indenture, incorporated by reference from the following
Exhibits: (i) Exhibits B-1(a), B-1(b), B-1(c),B-1(d) and B-1(e), filed with Steel
Companys Registration Statement on Form A-2 (No. 2-1855); (ii) Exhibits D-1(f) and
D-1(g), filed with Steel Companys Registration Statement on Form E-1 (No. 2-2182);
(iii) Exhibit B-1(h), filed with Steel Companys Current Report on Form 8-K dated
January 18, 1937; (iv) Exhibit B-1(i), filed with Steel Companys Current Report on
Form 8-K, dated February 8, 1937; (v) Exhibits B-1(j) and B-1(k), filed with Steel
Companys Current Report on Form 8-K for the month of April, 1940; (vi) Exhibit
B-2, filed with Steel Companys Registration Statement on Form A-2 (No. 2-4357);
(vii) Exhibit B-1(l), filed with Steel Companys Current Report on Form 8-K for the
month of January, 1945; (viii) Exhibit 1, filed with Steel Companys Current Report
on Form 8-K for the month of November, 1946; (ix) Exhibit 1, filed with Steel
Companys Current Report on Form 8-K for the months of July and August, 1948; (x)
Exhibits B and C, filed with Steel Companys Current Report on Form 8-K for the
month of March, 1952; (xi) Exhibit A, filed with Steel Companys Current Report on
Form 8-K for the month of July, 1956; (xii) Exhibit A, filed with Steel Companys
Current Report on Form 8-K for the month of July, 1957; (xiii) Exhibit B, filed
with Steel Companys Current Report on Form 8-K for the month of January, 1959;
(xiv) the Exhibit filed with Steel Companys Current Report on Form 8-K for the
month of December, 1967; (xv) the Exhibit filed with Steel Companys Current Report
on Form 8-K for the month of April, 1969; (xvi) the Exhibit filed with Steel
Companys Current Report on Form 8-K for the month of July, 1970; (xvii) the
Exhibit filed with the amendment on Form 8 to Steel Companys Current Report on
Form 8-K for the month of April, 1974; (xviii) Exhibit B, filed with Steel
Companys Current Report on Form 8-K for the month of September, 1975; (xix)
Exhibit B, filed with Steel Companys Current Report on Form 8-K for the month of
January, 1977; (xx) Exhibit C, filed with Steel Companys Current Report on Form
8-K for the month of February, 1977; (xxi) Exhibit B, filed with Steel Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 1978; (xxii) Exhibit
B, filed with Steel Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 1980; (xxiii) Exhibit 4-D, filed with Steel Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 1980; (xxiv) Exhibit 4-D, filed
with Steel Companys Annual Report on Form 10-K for the fiscal year ended December
31, 1982; (xxv) Exhibit 4-E, filed with Steel Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 1983; (xxvi) Exhibit 4(i) filed with the
Steel Companys Registration Statement on Form S-2 (No. 33-43393); (xxvii) Exhibit
4 filed with Steel Companys Current Report on Form 8-K dated June 23, 1993;
(xxviii) Exhibit 4.C filed with Steel Companys Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995; (xxix) Exhibit 4.C filed with Steel Companys
Quarterly Report on Form 10-Q for the quarter Ended September 30, 1995; (xxx)
Exhibit 4.C filed with Steel Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996; (xxxi) Exhibit 4.C. filed with the registrants Annual
Report on Form 10-K for the year ended December 31, 1998, (xxxii) Exhibit 4.5 to
the registrants registration statement on Form S-4 (File No. 333-116128), and
(xxxiii) Exhibit 4.6 to the registrants registration statement on Form S-4 (File
No. 333-116128).
 28




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ExhibitNumber
    
    Description of Document4.5
    
    Thirty-Ninth Supplemental Indenture, dated as of December 31, 2005, among Ispat
Inland Inc., Mittal Steel USA ISG Inc., The Bank of New York and Louis P. Young
(incorporated by reference to Exhibit 99.3 to the Registrants Current Report on
Form 8-K filed with the Commission on January 6, 2006).4.6
    
    Copy of consolidated reprint of First Mortgage Indenture, dated April 1, 1928,
between Ispat Inland Inc. and First Trust and Savings Bank and Melvin A. Traylor,
as Trustees, as Amended and supplemented by all supplemental indentures thereto, to
and including the Thirteenth Supplemental Indenture. (Filed as Exhibit 4-E to Form
S-1 Registration Statement No. 2-9443, and incorporated by reference herein.).4.7
    
    Indenture, dated as of March 25, 2004, among Ispat Inland ULC, the Guarantors (as
defined therein) and LaSalle Bank National Association, as Trustee (filed as
Exhibit 4.7 to the registrants registration statement on Form S-4 (File No.
333-116128) and incorporated by reference herein).4.8
    
    Third Supplemental Indenture, dated as of December 31, 2005, among Ispat Inland
ULC, the Guarantors (as defined therein), Mittal Steel USA ISG Inc. and LaSalle
Bank National Association (incorporated by reference to Exhibit 99.4 to the
Registrants Current Report on Form 8-K filed with the Commission on January 6,
2006).4.9
    
    Fourth Supplemental Indenture, dated as of December 31, 2005 among Ispat Inland
ULC, the Guarantors (as defined therein), Mittal Steel USA ISG Inc. and LaSalle
Bank National Association (incorporated by reference to Exhibit 99.5 to the
Registrants Current Report on Form 8-K filed with the Commission on January 6,
2006).4.10
    
    Ispat Inland Inc. Subordinated Note, dated July 20, 2005 (incorporated by reference
to Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the period
ended September 30, 2005).Note: Certain instruments with respect to long-term debt of the Company have not
been filed as Exhibits to this Annual Report since the total amount of securities
authorized under any such instrument does not exceed 10 percent of the total assets
of the Company and its subsidiaries on a consolidated basis. The Company agrees to
furnish a copy of each such instrument upon request of the SEC.10.1
    
    US$1,000,000,000 Term Loan Facility Agreement between Mittal Steel USA ISG
(formerly known as International Steel Group Inc.), as borrower, and Mittal Steel
US Finance LLC, as lender, dated April 20, 2005 (incorporated by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the
Commission on April 26, 2005).10.2
    
    US$700,000,000 Term Loan Facility Agreement between Mittal Steel USA ISG (formerly
known as International Steel Group Inc.), as borrower, and Mittal Steel US Finance
LLC, as lender, dated April 20, 2005 (incorporated by reference to Exhibit 10.2 to
the Registrants Current Report on Form 8-K filed with the Commission on April 26,
2005).10.3
    
    Promissory Note in the amount of US$425,476,890 made by Mittal Steel USA ISG
(formerly known as International Steel Group Inc.), as payor, in favor of Mittal
Steel Holdings N.V., as payee, dated April 20, 2005 (incorporated by reference to
Exhibit 10.3 to the Registrants Current Report on Form 8-K filed with the
Commission on April 26, 2005).10.4
    
    Pledge Agreement, dated March 25, 2004, among Ispat Inland ULC, Ispat Inland, L.P.,
3019693 Nova Scotia U.L.C. and Ispat Finance, LLC and LaSalle Bank National
Association, as Trustee (filed as Exhibit 10.4 to Ispat Inland Inc.s registration
statement on Form F-4 (File No. 333-116128-03) and incorporated by reference
herein).10.5
    
    Release and Settlement Agreement, dated April 22, 2003, by and between
International Steel Group Inc. and the Pension Benefit Guaranty Corporation
(incorporated by reference to Exhibit 10.6 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).10.6**
    
    Pellet Sale and Purchase Agreement, dated as of April 10, 2002 by and among
Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company,
Northshore Sales Company, ISG Cleveland Inc. and ISG Indiana Harbor, Inc.
(incorporated by reference to Exhibit 10.7 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).
 29




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##### Table of Contents



ExhibitNumber
    
    Description of Document10.7
    
    First Amendment to Pellet Sale and Purchase Agreement, dated as of December 16,
2004, by and among The Cleveland- Cliffs Iron Company, Cliffs Mining Company,
Northshore Mining Company, Cliffs Sales Company, International Steel Group Inc.,
ISG Cleveland Inc., and ISG Indiana Harbor Inc. (incorporated by reference to
Exhibit 10.12 to the Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2004).10.8
    
    Asset Purchase Agreement, dated as of February 26, 2002, by and among WLR
Acquisition Corp., LTV Steel Company, Inc., The River Terminal Railway Company, The
Chicago Short Line Railway Company, and Cuyahoga Valley Railway (incorporated by
reference to Exhibit 10.8 to the Registrants Registration Statement on Form S-1
(Reg. No. 333-107524), as amended).10.9
    
    First Amendment to the Asset Purchase Agreement, dated as of April 11, 2002, by and
among WLR Acquisition Corp., LTV Steel Company, Inc., The River Terminal Railway
Company, The Chicago Short Line Railway Company, and Cuyahoga Valley Railway
(incorporated by reference to Exhibit 10.9 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).10.10
    
    Second Amendment to the Asset Purchase Agreement, dated as of June 4, 2002, by and
among WLR Acquisition Corp., LTV Steel Company, Inc., The River Terminal Railway
Company, The Chicago Short Line Railway Company, and Cuyahoga Valley Railway
(incorporated by reference to Exhibit 10.10 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).10.11
    
    Third Amendment to the Asset Purchase Agreement, dated as of July 8, 2002, by and
among WLR Acquisition Corp., LTV Steel Company, Inc., The River Terminal Railway
Company, The Chicago Short Line Railway Company, and Cuyahoga Valley Railway
(incorporated by reference to Exhibit 10.11 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).10.12
    
    Asset Purchase Agreement, dated as of March 12, 2003, by and among International
Steel Group Inc., ISG Acquisition, Inc., Bethlehem, and the other sellers named
therein (incorporated by reference to Exhibit 10.12 to the Registrants
Registration Statement on Form S-1 (Reg. No. 333-107524), as amended).10.13
    
    Amendment No. 1 to Asset Purchase Agreement, dated as of April 22, 2003, by and
among International Steel Group Inc., ISG Acquisition, Inc., Bethlehem, and the
other sellers named therein (incorporated by reference to Exhibit 10.13 to the
Registrants Registration Statement on Form S-1 (Reg. No. 333-107524), as amended).10.14
    
    Amendment No. 2 to Asset Purchase Agreement, dated as of May 6, 2003, by and among
International Steel Group Inc., ISG Acquisition, Inc., Bethlehem, and the other
sellers named therein (incorporated by reference to Exhibit 10.14 to the
Registrants Registration Statement on Form S-1 (Reg. No. 333-107524), as amended).10.15
    
    Amended and Restated Asset Purchase Agreement, dated as of February 25, 2004, by
and among Weirton Steel Corporation, FW Holdings Inc., Weirton Venture Holdings
Corporation, ISG Weirton Inc., and International Steel Group Inc. (incorporated by
reference to Exhibit 10.3 of the Registrants Quarterly Report on Form 10-Q for the
period ended March 31, 2004).10.16
    
    Amendment No. 1 to Amended and Restated Asset Purchase Agreement, dated as of March
8, 2004, by and among Weirton Steel Corporation, FW Holdings Inc., Weirton Venture
Holdings Corporation, ISG Weirton Inc., and International Steel Group Inc.
(incorporated by reference to Exhibit 10.4 of the Registrants Quarterly Report on
Form 10-Q for the period ended March 31, 2004).10.17
    
    Amendment No. 2 to Amended and Restated Asset Purchase Agreement, dated as of April
21, 2004, by and among Weirton Steel Corporation, FW Holdings Inc., Weirton Venture
Holdings Corporation, ISG Weirton Inc., and International Steel Group Inc.
(incorporated by reference to Exhibit 10.5 of the Registrants Quarterly Report on
Form 10-Q for the period ended March 31, 2004).
 30




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##### Table of Contents



ExhibitNumber
    
    Description of Document10.18
    
    Amendment No. 3 to Amended and Restated Asset Purchase Agreement, dated as of May
5, 2004, by and among Weirton Steel Corporation, FW Holdings Inc., Weirton Venture
Holdings Corporation, ISG Weirton Inc., and International Steel Group Inc.
(incorporated by reference to Exhibit 10.3 of the Registrants Report on Form 10-Q
for the quarter ended June 30, 2004, filed with the Commission July 30, 2004)
(incorporated by reference to Exhibit 10.6 of the Registrants Quarterly Report on
Form 10-Q for the period ended March 31, 2004).10.19
    
    Parent Shareholder Support Agreement, dated as of October 24, 2004, by and between
International Steel Group Inc. and Ispat International Investments, S.L.
(incorporated by reference to Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed with the Commission on October 28, 2004).10.20
    
    Letter Agreement, dated as of October 24, 2004, by and between Richmond Investment
Holdings Limited and International Steel Group Inc. (incorporated by reference to
Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the
Commission on October 28, 2004).10.21
    
    Company Shareholder Support Agreement, dated as of October 24, 2004, by and among
Ispat International N.V. and each of the stockholders of International Steel Group
Inc. whose names appear on the signature pages thereto (incorporated by reference
to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed with the
Commission on October 28, 2004).18.1*
    
    Letter from Deloitte & Touche LLP regarding the preferability of the change in
accounting principle from the First-in, First-out (FIFO) method of accounting for
inventories to the Last-in, First-out (LIFO) method.21.1*
    
    List of Subsidiaries.24.1*
    
    Power of Attorney.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 Accounting Officer pursuant to Rules 13a-14(a)/15d-14(a)
of the Securities Exchange Act of 1934.32.1*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Confidential treatment granted as to certain portions, which portions have been omitted and
filed separately with the Commission. 31




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##### Table of Contents



SIGNATURES
  MITTAL STEEL USA INC.By: /s/ VAIDYA SETHURAMANVaidya SethuramanVice President, Finance and Chief Accounting OfficerMarch 20, 2006
  Signature
    
    Title
    
    Date*
    
    President, Chief ExecutiveLouis L. Schorsch
    
    Officer(Principal Executive Officer)
    
    March 20, 2006*
    
    Vice President, Finance,Vaidya Sethuraman
    
    Chief Accounting Officer(Principal Financial and
Accounting Officer)
    
    March 20, 2006*
    
    Chairman of the Board ofLakshmi N. Mittal
    
    Directors and Director
    
    March 20, 2006*Aditya Mittal
    
    Director
    
    March 20, 2006*Malay Mukherjee
    
    Director
    
    March 20, 2006*Muni Krishna T. Reddy
    
    Director
    
    March 20, 2006*Fernando Ruiz Sahagun
    
    Director
    
    March 20, 2006*Richard Leblanc
    
    Director
    
    March 20, 2006*Herminio Blanco
    
    Director
    
    March 20, 2006
 
 *
    
    The undersigned, pursuant to a power of attorney, executed by each of the officers and
directors above and filed with the SEC herewith, by signing his name hereto, does hereby sign
this report on behalf of each of the persons noted above in the capacities indicated. By:

/s/ Vaidya SethuramanName:
    Vaidya SethuramanTitle:
    Vice President, Finance and Chief Accounting
Officer 32




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 1A




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##### Table of Contents



MITTAL STEEL USA INC.
Consolidated Statements of Operations
 Year Ended December 312005
    
    
    2004
    
    
    2003Net sales
    
    $
    9,109
    
    
    $
    3,158
    
    
    $
    2,223Operating costs and expenses:Cost of goods sold (exclusive of depreciation)
    
    
    7,983
    
    
    
    2,487
    
    
    
    2,106Selling, general and administrative
    
    
    212
    
    
    
    40
    
    
    
    33Depreciation
    
    
    255
    
    
    
    100
    
    
    
    97Total
    
    
    8,450
    
    
    
    2,627
    
    
    
    2,236Operating profit (loss)
    
    
    659
    
    
    
    531
    
    
    
    (13
    )Other (income) expense, net
    
    
    
    
    
    
    9
    
    
    
    (14
    )Interest expense, net
    
    
    159
    
    
    
    110
    
    
    
    71Income (loss) before income taxes
    
    
    500
    
    
    
    412
    
    
    
    (70
    )Provision (benefit) for income taxes
    
    
    172
    
    
    
    153
    
    
    
    (17
    )Net income (loss)
    
    $
    328
    
    
    $
    259
    
    
    $
    (53
    )
  1




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##### Table of Contents



MITTAL STEEL USA INC.
Consolidated Balance Sheets
December 31, 2005 and 2004
 2005
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    55
    
    
    $
    81Restricted cash
    
    
    8
    
    
    
    Receivables, net of allowances of $60 and $14
    
    
    989
    
    
    
    277Inventories
    
    
    2,508
    
    
    
    593Prepaid expenses and other
    
    
    135
    
    
    
    Deferred income taxes
    
    
    
    
    
    
    28Total current assets
    
    
    3,695
    
    
    
    979Long-term assets:Property, plant and equipment, net
    
    
    5,779
    
    
    
    1,698Investments in and advances to joint ventures
    
    
    273
    
    
    
    231Receivable from related companies
    
    
    109
    
    
    
    16Other assets
    
    
    307
    
    
    
    70Deferred income taxes
    
    
    163
    
    
    
    293Total assets
    
    $
    10,326
    
    
    $
    3,287LIABILITIES AND STOCKHOLDER EQUITYCurrent liabilities:Accounts payable
    
    $
    1,019
    
    
    $
    243Payables to related companies
    
    
    32
    
    
    
    25Accrued salaries, wages and benefits
    
    
    284
    
    
    
    245Accrued taxes
    
    
    212
    
    
    
    63Accrued expenses and other liabilities
    
    
    155
    
    
    
    22Unfavorable contracts
    
    
    367
    
    
    
    Current debt and capital lease obligations
    
    
    42
    
    
    
    1Deferred income taxes
    
    
    99
    
    
    
    Total current liabilities
    
    
    2,210
    
    
    
    599Long-term liabilities:Related party debt
    
    
    2,270
    
    
    
    810Debt and capital lease obligations
    
    
    821
    
    
    
    203Pension and other retiree benefits
    
    
    1,988
    
    
    
    1,508Other long-term liabilities
    
    
    684
    
    
    
    58Total long-term liabilities
    
    
    5,763
    
    
    
    2,579Total liabilities
    
    
    7,973
    
    
    
    3,178Stockholder 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 and 180 shares issued and
outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    2,550
    
    
    
    576Retained earnings (deficit)
    
    
    323
    
    
    
    (5
    )Accumulated other comprehensive loss
    
    
    (610
    )
    
    
    (552
    )Total stockholder equity
    
    
    2,353
    
    
    
    109Total liabilities and stockholder equity
    
    $
    10,326
    
    
    $
    3,287
  2




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##### Table of Contents



MITTAL STEEL USA INC.
Consolidated Statements of Cash Flows
 Year Ended December 312005
    
    
    2004
    
    
    2003Operating activities:Net income (loss)
    
    $
    328
    
    
    $
    259
    
    
    $
    (53
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation
    
    
    255
    
    
    
    100
    
    
    
    97Deferred income taxes
    
    
    170
    
    
    
    150
    
    
    
    (28
    )Net amortization of purchased intangibles and contracts
    
    
    (137
    )
    
    
    
    
    
    
    Undistributed earnings from joint ventures
    
    
    (50
    )
    
    
    (55
    )
    
    
    (22
    )Loss (gain) from early extinguishment of debt
    
    
    
    
    
    
    22
    
    
    
    (1
    )Other non-cash operating expenses
    
    
    
    
    
    
    2
    
    
    
    2Change in operating assets and liabilities, net of effects from
acquisitions:Receivables
    
    
    178
    
    
    
    (62
    )
    
    
    42Inventories
    
    
    166
    
    
    
    (230
    )
    
    
    71Prepaid expenses and other assets
    
    
    (13
    )
    
    
    50
    
    
    
    (3
    )Accounts payable
    
    
    71
    
    
    
    53
    
    
    
    4Payables to / receivables from related companies
    
    
    7
    
    
    
    19
    
    
    
    1Accrued expenses and other liabilities
    
    
    (352
    )
    
    
    11
    
    
    
    29Deferred employee benefit costs
    
    
    (150
    )
    
    
    (98
    )
    
    
    (117
    )Net cash provided by operating activities
    
    
    473
    
    
    
    221
    
    
    
    22Investing activities:Acquisition of ISG, net of cash acquired
    
    
    (1,472
    )
    
    
    
    
    
    
    Capital expenditures
    
    
    (271
    )
    
    
    (40
    )
    
    
    (112
    )Investment in, advances to and distributions from joint
ventures, net
    
    
    37
    
    
    
    41
    
    
    
    19Proceeds from sale of property, plant and equipment
    
    
    15
    
    
    
    1
    
    
    
    1Increase in restricted cash and other deposits, net
    
    
    (7
    )
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (1,698
    )
    
    
    2
    
    
    
    (92
    )Financing activities:Proceeds from revolver borrowings
    
    
    1,577
    
    
    
    2,092
    
    
    
    3,403Repayments of revolver borrowings
    
    
    (1,577
    )
    
    
    (2,332
    )
    
    
    (3,388
    )Proceeds from long-term debt and note payable to related
companies
    
    
    2,072
    
    
    
    
    
    
    
    60Payments on long-term debt to related companies
    
    
    (612
    )
    
    
    (911
    )
    
    
    (9
    )Payments of note payable and long-term debt
    
    
    (183
    )
    
    
    (16
    )
    
    
    Proceeds (payments)  note receivable from related companies, net
    
    
    (93
    )
    
    
    (10
    )
    
    
    1Proceeds from issuance of debt and note payable
    
    
    
    
    
    
    795
    
    
    
    24Proceeds from sale of common stock
    
    
    
    
    
    
    256
    
    
    
    Proceeds (payments) payable to banks
    
    
    15
    
    
    
    2
    
    
    
    (2
    )Dividends paid
    
    
    
    
    
    
    (31
    )
    
    
    (16
    )Net cash provided by (used in) financing activities
    
    
    1,199
    
    
    
    (155
    )
    
    
    73Net change in cash and cash equivalents
    
    
    (26
    )
    
    
    68
    
    
    
    3Cash and cash equivalents  beginning of year
    
    
    81
    
    
    
    13
    
    
    
    10Cash and cash equivalents  end of year
    
    $
    55
    
    
    $
    81
    
    
    $
    13Supplemental disclosures:Cash paid during the year for:Interest (net of amount capitalized)
    
    $
    166
    
    
    $
    108
    
    
    $
    62Income taxes, net
    
    
    98
    
    
    
    
    
    
    
    
  3




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##### Table of Contents



MITTAL STEEL USA INC.
Consolidated Statements of Stockholder Equity (Deficit)
 Retained
    
    
    Accumulated
    
    
    TotalAdditional
    
    
    Earnings
    
    
    Other
    
    
    StockholderPreferred
    
    
    Paid-in
    
    
    (Accumulated
    
    
    Comprehensive
    
    
    EquityStock
    
    
    Capital
    
    
    Deficit)
    
    
    Income(Loss)
    
    
    (Deficit)Balance at January 1, 2003
    
    $
    90
    
    
    $
    320
    
    
    $
    (164
    )
    
    $
    (484
    )
    
    $
    (238
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    
    
    
    
    (53
    )Dividends paid
    
    
    
    
    
    
    
    
    
    
    (16
    )
    
    
    
    
    
    
    (16
    )Other comprehensive loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (80
    )
    
    
    (80
    )Balance at December 31, 2003
    
    
    90
    
    
    
    320
    
    
    
    (233
    )
    
    
    (564
    )
    
    
    (387
    )Common stock issued
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    256Net income
    
    
    
    
    
    
    
    
    
    
    259
    
    
    
    
    
    
    
    259Dividends paid
    
    
    
    
    
    
    
    
    
    
    (31
    )
    
    
    
    
    
    
    (31
    )Other comprehensive income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    12Balance at December 31, 2004
    
    
    90
    
    
    
    576
    
    
    
    (5
    )
    
    
    (552
    )
    
    
    109Stock and fees for ISG acquisition
    
    
    
    
    
    
    1,974
    
    
    
    
    
    
    
    
    
    
    
    1,974Net income
    
    
    
    
    
    
    
    
    
    
    328
    
    
    
    
    
    
    
    328Other comprehensive loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58
    )
    
    
    (58
    )Balance at December 31, 2005
    
    $
    90
    
    
    $
    2,550
    
    
    $
    323
    
    
    $
    (610
    )
    
    $
    2,353
  4




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 (1) Reporting Entity
 Acquisition
  (2) Summary of Significant Accounting Policies
 (a) Basis of Presentation
  (b) Nature of Operations
  2005
    
    2004
    
    2003Hot Rolled
    
    
    37
    %
    
    
    15
    %
    
    
    16
    %Cold Rolled
    
    
    15
    %
    
    
    59
    %
    
    
    60
    %Coated
    
    
    23
    %
    
    
    14
    %
    
    
    14
    %Plate
    
    
    11
    %
    
    
    
    
    
    
    Tin Plate
    
    
    7
    %
    
    
    
    
    
    
    Bars, Rail and Other
    
    
    7
    %
    
    
    12
    %
    
    
    10
    %100
    %
    
    
    100
    %
    
    
    100
    %
 5




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 (c) Revenue Recognition
  (d) Stock Based Compensation
 Stock Based Compensation Accounting for Stock
Issued to Employees
 Accounting for Stock Based
Compensation Accounting for Stock-Based Compensation  Transition
and Disclosure Stock Based Compensation
  2004
    
    
    2003Net Income (Loss)  as reported
    
    $
    259
    
    
    $
    (53
    )Add: Stock-based employee compensation
expense included in reported net income, net
of related tax effects
    
    
    
    
    
    
    Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects
    
    
    (1
    )
    
    
    (1
    )Net Income (Loss)  pro forma
    
    $
    258
    
    
    $
    (54
    )
 (e) Income Taxes
  6




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 (f) Cash and Cash Equivalents
  (g) Inventories
  December 312005
    
    
    2004FIFO or average cost:Raw materials
    
    $
    1,005
    
    
    $
    180Finished and semi-finished goods
    
    
    1,510
    
    
    
    4132,515
    
    
    
    593LIFO reserve
    
    
    (7
    )
    
    
    Total
    
    $
    2,508
    
    
    $
    593
 Accounting
Changes.
 (h) Assets Held for Sale
  (i) Property, Plant and Equipment
 .
 7




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  December 312005
    
    
    2004Land and land improvements
    
    $
    138
    
    
    $
    47Buildings
    
    
    516
    
    
    
    194Machinery and equipment
    
    
    5,788
    
    
    
    2,061Construction in progress
    
    
    227
    
    
    
    31Total
    
    
    6,669
    
    
    
    2,333Accumulated depreciation
    
    
    (890
    )
    
    
    (635
    )Total property, plant and equipment, net
    
    $
    5,779
    
    
    $
    1,698
 (j) Long-lived Assets
  (k) Contingencies
   (l) Use of Estimates
  (m) Derivative Financial Instruments
  8




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  (n) Recent Accounting Pronouncements
 SFAS No. 151 Inventory Costs.
 SFAS No. 153 Exchange of Non-monetary
Assets
 SFAS No. 123R Share Based Payment Share-Based Payment
 FSP FAS 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
 9




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  FSP FAS 109-2 Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision Within the American Jobs
Creation Act of 2004
 SFAS No. 154 Accounting Changes and Error
Corrections Accounting Changes Reporting Accounting
Changes in Interim Financial Statements
 (3) Acquisition
  Business Combinations.
 Assets:Receivables, net
    
    $
    891Inventories
    
    
    2,081Prepaid expenses and other current assets
    
    
    52Intangible assets
    
    
    503Property, plant and equipment
    
    
    4,066Other non-current assets
    
    
    95Liabilities:Debt and capital lease obligations
    
    
    844Accounts payable
    
    
    690Accrued expenses and other liabilities
    
    
    923Pension and other retiree benefits
    
    
    367Environmental liabilities
    
    
    233Unfavorable contracts
    
    
    1,060Deferred taxes
    
    
    125
 10




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 Net assets recorded
    
    $
    3,446Cash paid to stockholders
    
    $
    2,072Bankers fees and other transaction costs (paid by parent)
    
    
    52Cash acquired
    
    
    (600
    )Cash paid, net
    
    
    1,524Value of stock issued
    
    
    1,922Total purchase price, net of cash acquired
    
    $
    3,446
  2006
    
    $
    2882007
    
    
    (10
    )2008
    
    
    (9
    )2009
    
    
    (4
    )2010
    
    
    
   2005
    
    
    2004(unaudited)Net sales
    
    $
    12,237
    
    
    $
    12,630Net income
    
    $
    546
    
    
    $
    831
 (4) Stock Based Compensation
  11




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  Accounting for Stock Issued to Employees Summary of Significant Accounting
Policies.)
  Dividend yield
    
    
    1.44
    %Expected annualized volatility
    
    
    52
    %Discount rate  Bond equivalent yield
    
    
    4.50
    %Expected life in years
    
    
    6
  2005
    
    
    2004
    
    
    2003Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOptions outstanding
- beginning of the
year
    
    
    469,080
    
    
    $
    6.06
    
    
    
    1,615,100
    
    
    $
    7.67
    
    
    
    1,579,500
    
    
    $
    7.29Granted
    
    
    998,750
    
    
    
    28.75
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (122,599
    )
    
    
    5.20
    
    
    
    (815,088
    )
    
    
    8.01
    
    
    
    (62,200
    )
    
    
    7.25Forfeitures
    
    
    
    
    
    
    
    
    
    
    (235,000
    )
    
    
    9.97
    
    
    
    
    
    
    
    Transfers
    
    
    (13,000
    )
    
    
    5.95
    
    
    
    (95,932
    )
    
    
    6.95
    
    
    
    97,800
    
    
    
    7.61Options outstanding
- end of year
    
    
    1,332,231
    
    
    $
    23.15
    
    
    
    469,080
    
    
    $
    6.06
    
    
    
    1,615,100
    
    
    $
    7.67Options exercisable
- end of year
    
    
    333,481
    
    
    $
    6.38
    
    
    
    389,327
    
    
    $
    6.75
    
    
    
    1,270,723
    
    
    $
    9.12
 WeightedExercise Prices
    
    Shares Outstanding
    
    Average Life
    
    Options Exercisable$
    11.94
    
    
    
    90,149
    
    
    
    3.71
    
    
    
    90,1498.57
    
    
    
    79,350
    
    
    
    4.42
    
    
    
    79,3502.26
    
    
    
    163,982
    
    
    
    6.26
    
    
    
    163,98228.75
    
    
    
    998,750
    
    
    
    9.65
    
    
    
    
  12




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  April 15 throughDecember 31, 2005WeightedAverageRights
    
    
    PriceStock Rights
outstanding  at the
date of acquisition
    
    
    1,259,709
    
    
    $
    15.27Granted
    
    
    
    
    
    
    Exercised
    
    
    (295,005
    )
    
    
    4.07Canceled or forfeited
    
    
    (155,835
    )
    
    
    18.06Stock Rights outstanding  end of year
    
    
    808,869
    
    
    $
    18.81Stock Rights exercisable  end of year
    
    
    152,789
    
    
    $
    25.47
 (5) Income Taxes
  2005
    
    
    2004
    
    
    2003United States
    
    $
    514
    
    
    $
    412
    
    
    $
    (70
    )Foreign
    
    
    (14
    )
    
    
    
    
    
    
    Total
    
    $
    500
    
    
    $
    412
    
    
    $
    (70
    )
  2005
    
    
    2004
    
    
    2003Current:Federal
    
    $
    
    
    
    $
    3
    
    
    $
    11State
    
    
    2
    
    
    
    
    
    
    
    Deferred:Federal
    
    
    153
    
    
    
    133
    
    
    
    (27
    )State
    
    
    17
    
    
    
    17
    
    
    
    (1
    )Total
    
    $
    172
    
    
    $
    153
    
    
    $
    (17
    )
  2005
    
    
    2004
    
    
    2003Taxes at statutory rate
    
    $
    175
    
    
    $
    144
    
    
    $
    (25
    )State and local income taxes, net of federal effect
    
    
    15
    
    
    
    11
    
    
    
    (1
    )Adjustment for uncertain tax positions
    
    
    (8
    )
    
    
    
    
    
    
    10Percentage depletion
    
    
    (12
    )
    
    
    
    
    
    
    (2
    )Other
    
    
    2
    
    
    
    (2
    )
    
    
    1Total
    
    $
    172
    
    
    $
    153
    
    
    $
    (17
    )
 13




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  December 31,2005
    
    
    2004Current deferred tax assets:Financial accruals and reserves
    
    
    116
    
    
    
    39Current deferred tax liabilities:Inventory
    
    
    (203
    )
    
    
    (5
    )Other
    
    
    (12
    )
    
    
    (6
    )Net current deferred tax asset (liability)
    
    $
    (99
    )
    
    $
    28Non-current deferred tax assets:Net operating loss carryforwards and AMT credits
    
    $
    504
    
    
    $
    246Minimum pension liability
    
    
    387
    
    
    
    361Employee benefit costs
    
    
    369
    
    
    
    270Intangibles and unfavorable contracts
    
    
    163
    
    
    
    Environmental liabilities
    
    
    85
    
    
    
    Other
    
    
    35
    
    
    
    19Valuation allowance
    
    
    (31
    )
    
    
    Total non-current deferred tax assets
    
    
    1,512
    
    
    
    896Non-current deferred tax liabilities:Property, plant and equipment
    
    
    (1,298
    )
    
    
    (537
    )Other
    
    
    (51
    )
    
    
    (66
    )Net non-current deferred tax asset
    
    $
    163
    
    
    $
    293
   Accounting for Income Taxes
  14




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  (6) Comprehensive Income (Loss)
 2005
    
    
    2004
    
    
    2003Net income (loss)
    
    $
    328
    
    
    $
    259
    
    
    $
    (53
    )Other comprehensive income (loss):Minimum pension liability
    
    
    (95
    )
    
    
    (28
    )
    
    
    (126
    )Taxes on minimum pension adjustment
    
    
    37
    
    
    
    11
    
    
    
    46State tax rate adjustment
    
    
    
    
    
    
    29
    
    
    
    Total other comprehensive income (loss)
    
    
    (58
    )
    
    
    12
    
    
    
    (80
    )Total comprehensive income (loss)
    
    $
    270
    
    
    $
    271
    
    
    $
    (133
    )
 (7) Debt and Capital Lease Obligations
 December 31,2005
    
    
    2004Senior Notes, 6.50%, due April 2014
    
    $
    500
    
    
    $
    PBGC convertible note, 6.00% due May 2007
    
    
    35
    
    
    
    MABCO note, 5.00%, due May 2019
    
    
    5
    
    
    
    Coke oven battery, 3.50%, due May 2015
    
    
    147
    
    
    
    Total
    
    
    687
    
    
    
    First Mortgage Bonds:Series R, 7.90% due January 2007
    
    
    
    
    
    
    28Pollution Control Series 1977, 5.75% due February 2007
    
    
    17
    
    
    
    18Pollution Control Series 1993, 6.80% due June 2013
    
    
    
    
    
    
    25Pollution Control Series 1995, 6.85% due December 2012
    
    
    
    
    
    
    12Total First Mortgage Bonds
    
    
    17
    
    
    
    83Industrial Development Revenue Bonds:Pollution Control Project No. 11, 7.125% due June 2007
    
    
    20
    
    
    
    21Pollution Control Project No. 13, 7.25% due November 2011
    
    
    38
    
    
    
    37Exempt Facilities Project No. 14, 6.70% due November 2012
    
    
    5
    
    
    
    5Exempt Facilities Project No. 15, 5.75% due October 2011
    
    
    50
    
    
    
    50Exempt Facilities Project No. 16, 7.00% due January 2014
    
    
    8
    
    
    
    8Total Industrial Development Revenue Bonds
    
    
    121
    
    
    
    121Capital Lease Obligations:Wide slab caster, 9.86%, payable September 2007
    
    
    26
    
    
    
    Other
    
    
    12
    
    
    
    Total Capital Lease Obligations
    
    
    38
    
    
    
    Total debt and capital lease obligations
    
    
    863
    
    
    
    204Current portion
    
    
    (42
    )
    
    
    (1
    )
 15




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 December 31,2005
    
    
    2004Long-term portion
    
    $
    821
    
    
    $
    203Related Party Debt:Mittal Steel USA Finance LLC term loan, floating rate,
due April 2010
    
    $
    1,000
    
    
    $
    Mittal Steel USA Finance LLC term loan, floating rate,
due April 2010
    
    
    700
    
    
    
    Ispat Inland Finance, LLC Series Y Senior Secured, floating
rate, due April 2010
    
    
    150
    
    
    
    150Ispat Inland Finance, LLC Series Z, Senior Secured, due April
2014 (net of $3 discount)
    
    
    420
    
    
    
    420Mittal Advance  Ispat International NV, due June 2014
    
    
    
    
    
    
    47Mittal Advance  Ispat International Group Finance, due June 2014
    
    
    
    
    
    
    193Total related party debt
    
    $
    2,270
    
    
    $
    810
 (a) Maturities
  2006
    
    $
    422007
    
    
    902008
    
    
    202009
    
    
    192010
    
    
    1,866Thereafter
    
    
    1,096Total
    
    $
    3,133
 (b) Senior Notes
    16




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 (c) PBGC Convertible Note
  (d) MABCO Note
  (e) Coke Oven Installment Purchase
  (f) First Mortgage Bonds
    (g) Industrial Development Revenue Bonds
  17




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  (h) Capital Lease Obligations
  (i) Related Party Debt  Term Loan
     (j) Related Party Debt  Senior Secured Debt
  18




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
       (k) Related Party Debt  Mittal Advance
  (l) Former Credit Facilities
   19




---



##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  (m) Other Information
    (8) Related Party Transactions
 Debt and
Capital Lease Obligations,
 December 31,2005
    
    
    2004Accrued interest expense to Mittal Steel USA Finance LLC
    
    $
    16
    
    
    $
    Accrued interest expense to Ispat Inland Finance LLC
    
    
    15
    
    
    
    15Accrued interest on advances from Inland International
    
    
    
    
    
    
    6Net payable consisting of trade and interest receivable
    
    
    1
    
    
    
    4$
    32
    
    
    $
    25Receivable from Mittal Steel Holdings NV
    
    $
    95
    
    
    $
    Receivable from Ispat Inland, LP
    
    
    14
    
    
    
    16$
    109
    
    
    $
    16
 2005
    
    2004
    
    2003Interest expense to Mittal Steel USA Finance LLC
    
    $
    50
    
    
    $
    
    
    
    $
    Interest expense to Ispat Inland Finance LLC
    
    
    59
    
    
    
    70
    
    
    
    37Interest expense on Advances from Mittal and other
subsidiaries
    
    
    4
    
    
    
    13
    
    
    
    9Interest income on notes receivable from related companies
    
    
    3
    
    
    
    2
    
    
    
    1Mittal charges for management, financial and legal services
    
    
    33
    
    
    
    10
    
    
    
    5Ispat North America Holding Inc. corporate expense allocation
    
    
    
    
    
    
    
    
    
    
    1MSUSA charges to Mittal for operating and technical services
    
    
    4
    
    
    
    4
    
    
    
    2MSUSA purchases of inventory from subsidiaries of Mittal
    
    
    125
    
    
    
    112
    
    
    
    57MSUSA sales of inventory to subsidiaries of Mittal
    
    
    16
    
    
    
    13
    
    
    
    6
  20




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
  (9) Contingencies
      21




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
      22




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 (10) Pension and Other Postretirement Benefit Plans
       23




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
    Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug, Improvement and Modernization Act of 2003
   Pension
    
    
    Other Benefits2005
    
    
    2004
    
    
    2005
    
    
    2004Change in benefit obligation:Benefit obligation  beginning of year
    
    $
    2,667
    
    
    $
    2,556
    
    
    $
    882
    
    
    $
    907ISG acquisition
    
    
    105
    
    
    
    
    
    
    
    315
    
    
    
    Plan changes
    
    
    29
    
    
    
    
    
    
    
    (279
    )
    
    
    Service cost
    
    
    38
    
    
    
    38
    
    
    
    12
    
    
    
    8Interest cost
    
    
    159
    
    
    
    154
    
    
    
    63
    
    
    
    51
 24




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 Pension
    
    
    Other Benefits2005
    
    
    2004
    
    
    2005
    
    
    2004Benefits paid
    
    
    (218
    )
    
    
    (209
    )
    
    
    (75
    )
    
    
    (71
    )Net actuarial losses
    
    
    175
    
    
    
    128
    
    
    
    56
    
    
    
    (13
    )Benefit obligation  end of year
    
    
    2,955
    
    
    
    2,667
    
    
    
    974
    
    
    
    882Accumulated benefit obligation for pensions
    
    
    2,941
    
    
    
    2,664
    
    
    
    n/a
    
    
    
    n/aChange in plan assets:Fair value of plan assets  beginning of year
    
    
    1,923
    
    
    
    1,781
    
    
    
    
    
    
    
    ISG acquisition
    
    
    69
    
    
    
    
    
    
    
    19
    
    
    
    Net company contributions
    
    
    181
    
    
    
    107
    
    
    
    78
    
    
    
    71Benefits paid
    
    
    (218
    )
    
    
    (209
    )
    
    
    (75
    )
    
    
    (71
    )Actual return on plan assets
    
    
    205
    
    
    
    244
    
    
    
    1
    
    
    
    Fair value of plan assets  end of year
    
    
    2,160
    
    
    
    1,923
    
    
    
    23
    
    
    
    Funded status of plan:Unfunded obligation
    
    
    (795
    )
    
    
    (744
    )
    
    
    (951
    )
    
    
    (882
    )Unrecognized actuarial loss
    
    
    1,011
    
    
    
    908
    
    
    
    168
    
    
    
    93Unrecognized prior service cost (credit)
    
    
    79
    
    
    
    58
    
    
    
    (403
    )
    
    
    (143
    )Contribution received after measurement date
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    Net prepaid (accrued) cost
    
    $
    295
    
    
    $
    227
    
    
    $
    (1,186
    )
    
    $
    (932
    )Recognized on the balance sheet:Intangible pension asset
    
    $
    79
    
    
    $
    58
    
    
    $
    
    
    
    $
    Liabilities
    
    
    (784
    )
    
    
    (736
    )
    
    
    (1,186
    )
    
    
    (932
    )Accumulated other comprehensive income
    
    
    1,000
    
    
    
    905
    
    
    
    
    
    
    
    Total
    
    $
    295
    
    
    $
    227
    
    
    $
    (1,186
    )
    
    $
    (932
    )
 Pension
    
    
    Other Benefits2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004
    
    
    2003Weighted average assumptions:Discount rate:Inland and ISG
    
    
    5.85
    %
    
    
    6.05
    %
    
    
    6.25
    %
    
    
    5.85
    %
    
    
    6.05
    %
    
    
    6.25
    %Hibbing
    
    
    5.50
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    5.50
    %
    
    
    n/a
    
    
    
    n/aExpected
long-term return on plan assets:Inland
    
    
    9.50
    %
    
    
    9.50
    %
    
    
    9.50
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aHibbing
    
    
    8.50
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    6.50
    %
    
    
    n/a
    
    
    
    n/aAverage rate of compensation increase:Inland
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aHibbing
    
    
    4.00
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aProjected health care cost trend rate:Inland
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %ISG
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    11.20
    %
    
    
    n/a
    
    
    
    n/aHibbing
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    8.00
    %
    
    
    n/a
    
    
    
    n/aUltimate trend rate:ISG
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    4.50
    %
    
    
    n/a
    
    
    
    n/aHibbing
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    5.00
    %
    
    
    n/a
    
    
    
    n/aYear ultimate trend rate is achieved:ISG
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    2014
    
    
    
    n/a
    
    
    
    n/aHibbing
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    2010
    
    
    
    n/a
    
    
    
    n/aNet periodic benefit cost:
 25




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 Pension
    
    
    Other Benefits2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004
    
    
    2003Service cost
    
    $
    38
    
    
    $
    38
    
    
    $
    34
    
    
    $
    12
    
    
    $
    8
    
    
    $
    8Interest cost
    
    
    159
    
    
    
    154
    
    
    
    159
    
    
    
    63
    
    
    
    51
    
    
    
    58Expected return on plan assets
    
    
    (183
    )
    
    
    (185
    )
    
    
    (186
    )
    
    
    (1
    )
    
    
    
    
    
    
    Amortization of unrecognized
actuarial loss
    
    
    55
    
    
    
    38
    
    
    
    10
    
    
    
    4
    
    
    
    
    
    
    
    Amortization of unrecognized prior
service cost (credit)
    
    
    8
    
    
    
    8
    
    
    
    8
    
    
    
    (29
    )
    
    
    (29
    )
    
    
    (19
    )Accelerated prior cost recognition
because of curtailment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    Total net periodic
postretirement benefit cost
    
    $
    77
    
    
    $
    53
    
    
    $
    25
    
    
    $
    36
    
    
    $
    30
    
    
    $
    47
   §
    
    Investments are made solely in the interest of the participants and beneficiaries and
for the exclusive purpose of providing benefits to such participants and their
beneficiaries and defraying the reasonable administration expenses.§
    
    The investment objectives shall be to: 1) provide long-term growth (in the form of
income and/or capital appreciation) to maximize the amounts available to provide benefits
to participants and their beneficiaries and 2) maintain adequate liquidity to permit timely
payment of all benefits. In carrying out these objectives, short-term fluctuations in the
value of the assets shall be considered secondary to long-term investment results.§
    
    Assets shall be invested with the care, skill, prudence and diligence.§
    
    The investments shall be diversified so as to minimize the risk of large losses, unless
under the circumstances it is clearly prudent not to do so.
   Pension Assets
    
    Other Benefits2006
    
    
    
    
    
    
    
    
    
    2006Target
    
    2005
    
    2004
    
    Target
    
    2005
    
    2004Inland Plan:Equity securities
    
    
    63
    %
    
    
    62
    %
    
    
    64
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aDebt securities
    
    
    23
    
    
    
    17
    
    
    
    18
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aReal estate and other
    
    
    14
    
    
    
    21
    
    
    
    18
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aHibbing Plan:Equity securities
    
    
    58
    %
    
    
    56
    %
    
    
    n/a
    
    
    
    60
    %
    
    
    61
    %
    
    
    n/a
 26




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##### Table of Contents



MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 Pension Assets
    
    Other Benefits2006
    
    
    
    
    
    
    
    
    
    2006Target
    
    2005
    
    2004
    
    Target
    
    2005
    
    2004Debt securities
    
    
    28
    
    
    
    25
    
    
    
    n/a
    
    
    
    34
    
    
    
    33
    
    
    
    n/aHedge funds
    
    
    10
    
    
    
    10
    
    
    
    n/a
    
    
    
    6
    
    
    
    6
    
    
    
    n/aReal estate and other
    
    
    4
    
    
    
    9
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/aTotal
    
    
    100
    %
    
    
    100
    %
    
    
    n/a
    
    
    
    100
    %
    
    
    100
    %
    
    
    n/a
  Increase
    
    DecreaseEffect on total annual service and interest cost
components
    
    $
    11
    
    
    $
    (9
    )Effect on accumulated postretirement benefit obligation
    
    
    102
    
    
    
    (90
    )
   2005Beginning balance
    
    $
    ISG acquisition
    
    
    27Interest accretion on the liability
    
    
    1Premiums received less than healthcare claims and expenses
    
    
    (4
    )Ending Balance
    
    $
    24
  December 312005
    
    
    2004Pensions  defined benefit
    
    $
    784
    
    
    $
    736Pensions  defined contribution
    
    
    11
    
    
    
    Other postretirement benefits
    
    
    1,186
    
    
    
    932VEBA  defined contribution
    
    
    19
    
    
    
    Supplemental benefit plans
    
    
    17
    
    
    
    15COBRA
    
    
    24
    
    
    
    Total
    
    
    2,041
    
    
    
    1,683In current accrued salaries, wages and benefits
    
    
    (53
    )
    
    
    (175
    )Long-term pension and other retiree benefits
    
    $
    1,988
    
    
    $
    1,508
  27




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MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
 OtherPension
    
    Benefits
    
    Cobra2006
    
    $
    216
    
    
    $
    76
    
    
    $
    72007
    
    
    218
    
    
    
    83
    
    
    
    52008
    
    
    221
    
    
    
    89
    
    
    
    32009
    
    
    223
    
    
    
    96
    
    
    
    32010
    
    
    226
    
    
    
    101
    
    
    
    32011 to 2015
    
    
    1,189
    
    
    
    426
    
    
    
    7
 (11) Commitments
  OperatingFirm
    
    
    LeaseCommitments
    
    
    Obligations2006
    
    $
    1,006
    
    
    $
    412007
    
    
    944
    
    
    
    302008
    
    
    932
    
    
    
    272009
    
    
    686
    
    
    
    252010
    
    
    608
    
    
    
    20Thereafter
    
    
    2,992
    
    
    
    68Total
    
    $
    7,168
    
    
    $
    211
 (12) Environmental Matters and Asset Retirement Obligations
  Asset Retirement Obligations
 Accounting for Conditional Asset Retirement
Obligations.
 28




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MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements


Business Combinations, Environmental Remediation Liabilities. Accounting
for Asset Retirement Obligations.
 Assumed in aBusinessCombination
    
    
    Environmental Liabilities
    
    
    Asset Retirement Obligations2005
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004
    
    
    2003Balance  beginning of year
    
    $
    
    
    
    $
    37
    
    
    $
    37
    
    
    $
    28
    
    
    $
    8
    
    
    $
    7
    
    
    $
    Accounting policy adoption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    6ISG acquisition
    
    
    233
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accretion and changes in
estimates and timing of
spending
    
    
    7
    
    
    
    10
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    1
    
    
    
    1Spending for remediation
    
    
    (16
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance  end of year
    
    
    224
    
    
    
    47
    
    
    
    37
    
    
    
    37
    
    
    
    17
    
    
    
    8
    
    
    
    7In other current liabilities
    
    
    (24
    )
    
    
    (5
    )
    
    
    (3
    )
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    Long term balance
    
    $
    200
    
    
    $
    42
    
    
    $
    34
    
    
    $
    34
    
    
    $
    17
    
    
    $
    8
    
    
    $
    76.15
    %&Discount rate
    
    
    4.75
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    7.00
    %
    
    
    7.00
    %
    
    
    7.00
    %Undiscounted amount
    
    $
    423
    
    
    $
    47
    
    
    $
    37
    
    
    $
    37
    
    
    $
    35
    
    
    $
    18
    
    
    $
    18
  2006
    
    $
    292007
    
    
    252008
    
    
    262009
    
    
    282010
    
    
    30Thereafter
    
    
    367Total
    
    $
    505
  29




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MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements



    
    the legal analysis applied to determining the existence of an obligation,
    
    the nature and scope of the obligation,
    
    the technical data utilized to evaluate engineering or other actionable solutions,
    
    the financial data utilized to calculate a range of cost estimates to effect
engineering or other solutions,
    
    the appropriateness and technical feasibility of selected engineering or other
actions,
    
    regulations and other governmental requirements applicable to the liability or
obligation will remain constant, and
    
    the financial obligation to address the obligation is solely that of the Company.
  
    
    the validity of the assumptions underlying the estimate,
    
    a change in factors or laws that may affect the nature and scope of the liability or obligation,
    
    new information that may impact the range of engineering or other actions that
are appropriate and feasible to address the liability or obligation, and
    
    change in applicable markets and economies that impact costs.
     30




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MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
     31




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MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
      32




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MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
      33




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MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements
        (13) Joint Ventures
 OwnershipName
    
    Percentage
    
    DescriptionAK-ISG Coatings
    
    
    40.0
    %
    
    Operates an electro-galvanizing facility.Bethlehem Roll Technologies
    
    
    50.0
    %
    
    Operates a facility for grinding steel mill rolls.Double G Coatings
    
    
    50.0
    %
    
    Operates a 270,000-ton-per-year sheet coating line
producing galvanized and Galvalume.
 34




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##### Table of Contents



OwnershipName
    
    Percentage
    
    DescriptionHibbing Taconite
    
    
    62.3
    %
    
    Owns iron ore reserves, operates mine and pelletizing
plant.Empire Iron Mining
    
    
    21.0
    %
    
    Operates mine and pelletizing plant.I/N Kote
    
    
    50.0
    %
    
    Operates a 1.0 million ton capacity steel galvanizing
facility.I/N Tek
    
    
    60.0
    %
    
    Operates a 1.7 million ton capacity cold-rolling mill.Indiana Pickling and
Processing
    
    
    20.0
    %
    
    Operates a pickling line.PCI Associates
    
    
    50.0
    %
    
    Operates a pulverized coal injection facility.Steel Construction Systems
    
    
    45.0
    %
    
    Manufactures steel studs and roll-formed trusses for
residential and light commercial buildings.Steel Health Resources
    
    
    47.5
    %
    
    Own the building of a healthcare clinic.WebCo International
    
    
    50.0
    %
    
    Buys and markets non-prime steel material. We are
presently in discussion to sell our interest in this
venture.
    2005
    
    
    2004
    
    
    2003Results for the year:Gross revenue
    
    $
    1,123
    
    
    $
    728
    
    
    $
    670Costs and expenses
    
    
    1,075
    
    
    
    589
    
    
    
    599Net income
    
    $
    48
    
    
    $
    139
    
    
    $
    71Financial position at December 31:Current assets
    
    $
    276
    
    
    $
    192Total assets
    
    
    904
    
    
    
    779Current liabilities
    
    
    271
    
    
    
    191Total liabilities
    
    
    584
    
    
    
    431Net assets
    
    $
    320
    
    
    $
    348
  (14) Research and Development Costs
  (15) Property Tax Liability
  35




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MITTAL STEEL USA INC.
Notes to Consolidated Financial Statements


(16) Subsequent Event
  36




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Mittal Steel USA Inc.
Schedule II  Valuation and Qualifying Accounts
(Dollars in Millions)
 AdditionsCharged(Credited)Balance at
    
    to Sales,
    
    Business
    
    
    
    
    
    Balance atBeginning
    
    Costs and
    
    Combi-
    
    
    
    
    
    End ofClassification
    
    of Period
    
    Expenses
    
    nation (b)
    
    Deductions
    
    PeriodAllowances for receivables: (a)December 31, 2005
    
    $
    14
    
    
    
    77
    
    
    
    59
    
    
    
    (90
    )
    
    $
    60December 31, 2004
    
    $
    23
    
    
    
    (2
    )
    
    
    
    
    
    
    (7
    )
    
    $
    14December 31, 2003
    
    $
    17
    
    
    
    17
    
    
    
    
    
    
    
    (11
    )
    
    $
    23Valuation allowance for
deferred tax asset:December 31, 2005
    
    $
    
    
    
    
    11
    
    
    
    20
    
    
    
    
    
    
    $
    31December 31, 2004
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    December 31, 2003
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
 
 (a)
    
    Includes allowances for bad debts, customer claims, other customer adjustments and cash
discounts.(b)
    
    Balances established as a result of Mittals acquisition of ISG at April 15, 2005. 37