Edgar Filing: International Coal Group, Inc.

frm10-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-32679

International Coal Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		20-2641185
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

300 Corporate Centre Drive Scott Depot, West Virginia		25560
(Address of Principal Executive Offices)		(Zip Code)

(304) 760-2400

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of shares of the Registrant’s Common Stock, $0.01 par value, outstanding as of August 1, 2010 —203,766,832.

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6.	Exhibits	48

PART I

Item 1.

Condensed Consolidated Financial Statements

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands, except per share amounts)

	June 30, 2010			December 31, 2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	205,310		$	92,641
Accounts receivable, net of allowances of $143 and $222		92,259			80,291
Inventories, net		73,341			82,037
Deferred income taxes		15,548			15,906
Prepaid insurance		6,155			6,351
Income taxes receivable		13			1,423
Prepaid expenses and other		9,662			9,960
Total current assets		402,288			288,609

PROPERTY, PLANT, EQUIPMENT AND MINE DEVELOPMENT, net		1,022,984			1,038,200
DEBT ISSUANCE COSTS, net		13,371			7,634
ADVANCE ROYALTIES, net		17,046			18,025
OTHER NON-CURRENT ASSETS		8,842			15,492
Total assets	$	1,464,531		$	1,367,960

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	58,533		$	63,582
Short-term debt		2,334			2,166
Current portion of long-term debt and capital lease		24,947			17,794
Current portion of reclamation and mine closure costs		9,376			9,390
Current portion of employee benefits		4,043			3,973
Accrued expenses and other		69,455			74,803
Total current liabilities		168,688			171,708

LONG-TERM DEBT AND CAPITAL LEASE		337,969			366,515
RECLAMATION AND MINE CLOSURE COSTS		66,651			65,601
EMPLOYEE BENEFITS		76,330			63,767
DEFERRED INCOME TAXES		56,382			57,399
BELOW-MARKET COAL SUPPLY AGREEMENTS		28,398			29,939
OTHER NON-CURRENT LIABILITIES		3,158			3,797
Total liabilities		737,576			758,726

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:
Preferred stock–par value $0.01, 200,000,000 shares authorized, none issued		—			—
Common stock–par value $0.01, 2,000,000,000 shares authorized, 203,808,577 and 203,762,385 shares issued and outstanding, respectively, as of June 30, 2010 and 172,820,047 and 172,812,726 shares issued and outstanding, respectively, as of December 31, 2009		2,038			1,728
Treasury stock		(216	)		(14	)
Additional paid-in capital		857,925			732,124
Accumulated other comprehensive income (loss)		(2,770	)		1,048
Retained deficit		(130,083	)		(125,713	)
Total International Coal Group, Inc. stockholders’ equity		726,894			609,173
Noncontrolling interest		61			61
Total stockholders’ equity		726,955			609,234
Total liabilities and stockholders’ equity	$	1,464,531		$	1,367,960

See notes to condensed consolidated financial statements.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
REVENUES:
Coal sales revenues	$	270,714		$	254,677		$	541,204		$	528,493
Freight and handling revenues		9,006			6,041			18,383			14,675
Other revenues		20,720			17,079			29,447			39,595
Total revenues		300,440			277,797			589,034			582,763
COSTS AND EXPENSES:
Cost of coal sales		211,927			207,324			431,992			439,289
Freight and handling costs		9,006			6,041			18,383			14,675
Cost of other revenues		26,400			6,630			33,581			15,966
Depreciation, depletion and amortization		26,135			26,035			52,532			52,298
Selling, general and administrative		8,335			8,670			16,920			19,281
Gain on sale of assets, net		(34	)		(3,108	)		(3,515	)		(3,186	)
Total costs and expenses		281,769			251,592			549,893			538,323
Income from operations		18,671			26,205			39,141			44,440
INTEREST AND OTHER INCOME (EXPENSE):
Loss on extinguishment of debt		(6,098	)		—			(28,085	)		—
Interest expense, net		(10,015	)		(13,214	)		(23,315	)		(26,232	)
Total interest and other income (expense)		(16,113	)		(13,214	)		(51,400	)		(26,232	)
Income (loss) before income taxes		2,558			12,991			(12,259	)		18,208
INCOME TAX (EXPENSE) BENEFIT		1,924			(2,613	)		7,889			(4,108	)
Net income (loss)		4,482			10,378			(4,370	)		14,100
Net (income) loss attributable to noncontrolling interest		—			4			—			(25	)
Net income (loss) attributable to International Coal Group, Inc.	$	4,482		$	10,382		$	(4,370	)	$	14,075

Earnings per share:
Basic	$	0.02		$	0.07		$	(0.02	)	$	0.09
Diluted	$	0.02		$	0.07		$	(0.02	)	$	0.09
Weighted-average common shares outstanding:
Basic		202,484,814			152,832,797			191,992,083			152,803,420
Diluted		203,932,265			154,672,255			191,992,083			153,983,725

See notes to condensed consolidated financial statements.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

	Six months ended June 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(4,370	)	$	14,100
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation, depletion and amortization		52,532			52,298
Loss on extinguishment of debt		28,085			—
Amortization and write-off of deferred finance costs and debt discount		4,753			3,378
Amortization of accumulated employee benefit obligations		206			(52	)
Compensation expense on share based awards		1,756			2,233
Gain on sale of assets, net		(3,515	)		(3,186	)
Provision for bad debt		(79	)		(110	)
Deferred income taxes		(11,051	)		3,632
Changes in Assets and Liabilities:
Accounts receivable		(11,889	)		(9,308	)
Inventories		8,676			(22,812	)
Prepaid expenses and other		1,904			16,663
Other non-current assets		(1,235	)		(630	)
Accounts payable		3,278			(10,784	)
Accrued expenses and other		(5,228	)		(5,058	)
Reclamation and mine closure costs		191			176
Other liabilities		5,672			(1,438	)
Net cash from operating activities		69,686			39,102
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of assets		3,785			3,066
Additions to property, plant, equipment and mine development		(41,190	)		(35,750	)
Withdrawals (deposits) of restricted cash		8,792			(163	)
Net cash from investing activities		(28,613	)		(32,847	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on short-term debt		2,388			—
Repayments on short-term debt		(2,220	)		(3,578	)
Borrowings on long-term debt		—			9,086
Repayments on long-term debt and capital lease		(9,435	)		(8,755	)
Proceeds from convertible notes offering		115,000			—
Proceeds from senior notes offering		198,596			—
Proceeds from common stock offering		102,453			—
Repurchases of senior notes		(182,777	)		—
Repurchases of convertible notes		(137,342	)		—
Purchases of treasury stock		(202	)		(14	)
Proceeds from stock options exercised		10			—
Debt issuance costs		(14,875	)		(609	)
Net cash from financing activities		71,596			(3,870	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		112,669			2,385
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		92,641			63,930
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	205,310		$	66,315

Supplemental information:
Cash paid for interest (net of amount capitalized)	$	25,221		$	22,402
Cash received for income taxes	$	531		$	7,588

Supplemental disclosure of non-cash items:
Issuance of common stock in exchange for convertible notes	$	25,712		$	—
Purchases of property, plant, equipment and mine development through accounts payable	$	9,089		$	3,794
Purchases of property, plant, equipment and mine development through financing arrangements	$	5,447		$	6,900

See notes to condensed consolidated financial statements.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

(1) Basis of Presentation

The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and include the accounts of International Coal Group, Inc. and its subsidiaries (the “Company”) and its controlled affiliates. Significant intercompany transactions, profits and balances have been eliminated in consolidation. The Company accounts for its undivided interest in coalbed methane wells using the proportionate consolidation method, whereby its share of assets, liabilities, revenues and expenses are included in the appropriate classification in the financial statements.

The accompanying interim condensed consolidated financial statements as of June 30, 2010 and for the three and six months ended June 30, 2010 and 2009, and the notes thereto, are unaudited. However, in the opinion of management, these financial statements reflect all normal, recurring adjustments necessary for a fair presentation of the results of the periods presented. The balance sheet information as of December 31, 2009 has been derived from the Company’s audited consolidated balance sheet. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. The results of operations for the three and six months ended June 30, 2010 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2010.

(2) Summary of Significant Accounting Policies and General

Subsequent Events—In February 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2010-09, Subsequent Events—Amendments to Certain Recognition and Disclosure Requirements (“ASU 2010-09”), which amends ASC Topic 855, Subsequent Events, so that SEC filers no longer are required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. ASU 2010-09 was effective upon issuance. Adoption of ASU 2010-09 did not have a material effect on the Company’s financial position, results of operations or cash flows.

Fair Value—In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). This amendment to ASC Topic 820, Fair Value Measurements and Disclosures, requires additional disclosures about fair value measurements. This is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuance and settlements in the roll forward of activity in Level III fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Adoption of ASU 2010-06 did not have a material effect on the Company’s financial position, results of operations or cash flows.

Consolidation—In June 2009, the FASB issued updates to ASC Topic 810, Consolidation (“ASC 810”) to improve financial reporting by enterprises involved with variable interest entities. ASC 810 is effective as of the first fiscal year beginning after November 15, 2009. Adoption of ASC 810 did not have a material impact on the Company’s financial position, results of operations or cash flows.

Cost of Other Revenues—Cost of other revenues includes costs of contract mining, coalbed methane activities, ash disposal services, equipment and parts sales, equipment rebuild and maintenance services, royalties and coal handling and processing income, as well as costs incurred associated with other non-coal producing transactions. For the three and six months ended June 30, 2010, cost of other revenues includes $10,000 related to a payment made in the second quarter of 2010 for the early termination of a coal supply agreement.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

(3) Capital Restructuring

In March 2010, the Company completed public offerings of 24,444,365 shares of its common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $4.47 per share, $115,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2017 (the “2017 Convertible Notes”) and $200,000 aggregate principal amount of 9.125% Senior Secured Second-Priority Notes due 2018 (the “2018 Senior Notes”) pursuant to a shelf registration statement deemed effective by the Securities and Exchange Commission on January 15, 2010.

The Company used $136,394 of the net proceeds from the Common Stock and 2017 Convertible Notes offerings to finance a cash tender offer to repurchase $114,489 aggregate principal amount of its 9.00% Convertible Senior Notes due 2012 (the “2012 Convertible Notes”). The repurchases closed on April 6, 2010. The Company used $187,561 of the net proceeds from the 2018 Senior Notes offering to finance a cash tender offer and consent solicitation to repurchase $175,000 aggregate principal amount of its 10.25% Senior Notes due 2014 (the “2014 Senior Notes”), $169,074 of which closed on March 22, 2010, $50 of which closed on April 5, 2010 and $5,876 of which closed on July 15, 2010. The Company recorded losses of $6,098 and $28,085 related to the debt repurchases during the three and six months, respectively, ended June 30, 2010. The remaining proceeds will be used for general corporate purposes.

Additionally, the Company secured a new four-year $125,000 asset-based loan facility (the “ABL Loan Facility”) to replace its prior revolving credit facility which was set to expire in June 2011. The ABL Loan Facility provides the potential for $25,000 in additional borrowing capacity, contains minimal financial covenants and matures in February 2014. The ABL Loan Facility is expected to be used primarily for issuing letters of credit that collateralize the Company’s reclamation bonds.

(4) Inventories

Inventories consisted of the following:

	June 30, 2010			December 31, 2009
Coal	$	41,176		$	49,120
Parts and supplies		34,553			35,065
Reserve for obsolescence–parts and supplies		(2,388	)		(2,148	)
Inventories, net	$	73,341		$	82,037

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

(5) Property, Plant, Equipment and Mine Development

Property, plant, equipment and mine development are summarized by major classification as follows:

	June 30, 2010			December 31, 2009
Plant and equipment	$	629,673		$	620,451
Coal lands and mineral rights		586,842			586,706
Mine development		208,598			195,756
Land and land improvements		26,420			26,351
Coalbed methane well development costs		14,697			14,889
		1,466,230			1,444,153
Less accumulated depreciation, depletion and amortization		(443,246	)		(405,953	)
Property, plant, equipment and mine development, net	$	1,022,984		$	1,038,200

Depreciation, depletion and amortization expense related to property, plant, equipment and mine development for the three months ended June 30, 2010 and 2009 was $26,752 and $28,422, respectively. Depreciation, depletion and amortization expense related to property, plant, equipment and mine development for the six months ended June 30, 2010 and 2009 was $54,002 and $57,433, respectively.

(6) Debt

Long-Term Debt and Capital Lease

Long-term debt and capital lease consisted of the following:

	June 30, 2010			December 31, 2009
9.125% Senior Notes, due 2018, net of debt discount of $1,370	$	198,630		$	—
4.00% Convertible Senior Notes, due 2017, net of debt discount of $33,685		81,315			—
9.00% Convertible Senior Notes, due 2012, net of debt discount of $1,216 and $9,480, respectively		23,796			152,022
10.25% Senior Notes, due 2014		5,876			175,000
Equipment notes		51,411			54,417
Capital lease and other		1,888			2,870
Total		362,916			384,309
Less current portion		(24,947	)		(17,794	)
Long-term debt and capital lease	$	337,969		$	366,515

4.00% Convertible senior notes due 2017—On March 16, 2010, the Company completed a public offering of $115,000 aggregate principal amount of its 2017 Convertible Notes. Net proceeds from the offering were $111,550, after deducting underwriting fees of $3,450. The 2017 Convertible Notes are the Company’s senior unsecured obligations and are guaranteed jointly and severally on a senior unsecured basis by all of the Company’s material future and current domestic subsidiaries or that guarantee the ABL Loan Facility on a senior basis. The 2017 Convertible Notes and the related guarantees rank equal in right of payment to all of the Company’s and the guarantors’ respective existing and future unsecured senior indebtedness. Interest is payable semi-annually in arrears on April 1st and October 1st of each year, commencing October 1, 2010. The Company assesses the convertibility of the 2017 Convertible Notes on an ongoing basis. The 2017 Convertible Notes were not convertible as of June 30, 2010.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

The 2017 Convertible Notes are convertible into the Company’s common stock at an initial conversion price, subject to adjustment, of $5.81 per share (approximating 172.0874 shares per one thousand dollar principal amount of the 2017 Convertible Notes). Holders may convert their notes at their option prior to January 1, 2017 only under the following circumstances: (i) during any calendar quarter after the calendar quarter ending June 30, 2010 (and only during that quarter), if the closing sale price of the Company’s common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price of such notes in effect on the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any five consecutive trading day period, or the note measurement period, in which the trading price per note for each trading day of that note measurement period was equal to or less than 97% of the product of the closing sale price of shares of the Company’s common stock and the applicable conversion rate for such trading day; and (iii) upon the occurrence of specified corporate transactions. In addition, the notes will be convertible irrespective of the foregoing circumstances from, and including, January 1, 2017 to, and including, the business day immediately preceding April 1, 2017. Upon conversion, the Company will have the right to deliver cash, shares of its common stock or a combination thereof, at the Company’s election. At any time on or prior to the 23rd business day immediately preceding the maturity date, the Company may irrevocably elect to deliver solely shares of its common stock in respect of the Company’s conversion obligation or pay cash up to the aggregate principal amount of the notes to be converted and deliver shares of its common stock, cash or a combination thereof in respect of the remainder, if any, of the conversion obligation. It is the Company’s current intention to settle the principal amount of any notes converted in cash. The conversion rate, and thus the conversion price, will be subject to adjustment. A holder that surrenders notes for conversion in connection with a “make-whole fundamental change” that occurs before the maturity date may in certain circumstances be entitled to an increased conversion rate. In the event the 2017 Convertible Notes become convertible, the Company would be required to classify the entire amount outstanding of the 2017 Convertible Notes as a current liability. For a discussion of the effects of the 2017 Convertible Notes on earnings per share, see Note 10.

As of June 30, 2010, the equity component of the 2017 Convertible Notes was $20,786 and is included in additional paid-in capital. Interest expense resulting from amortization of the debt discount was $879 and $1,026 for the three and six months ended June 30, 2010, respectively. Interest expense on the principal amount of the 2017 Convertible Notes was $1,150 and $1,342 for the three and six months ended June 30, 2010, respectively. The Company has determined its non-convertible borrowing rate would have been 10.1% at issuance.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

9.00% Convertible senior notes due 2012—In December 2009, the Company entered into a series of privately negotiated agreements in order to induce conversions of its outstanding 2012 Convertible Notes. In connection with such agreements, the Company issued a total of 18,660,550 shares of its common stock in exchange for $63,498 aggregate principal amount of its 2012 Convertible Notes during December 2009. One of the exchange agreements, as amended, provided for closing of additional exchanges on each of January 11, 2010 and January 19, 2010 for exchange transactions occurring in 2010. Subsequent to December 31, 2009, the noteholder exchanged $22,000 aggregate principal amount of 2012 Convertible Notes for 6,198,668 shares of the Company’s common stock. Additionally, the Company used the net proceeds from its Common Stock and 2017 Convertible Notes offerings (see Note 3) to finance the repurchase of $114,489 aggregate principal amount of 2012 Convertible Notes. The repurchases closed on April 6, 2010.

The 2012 Convertible Notes are the Company’s senior unsecured obligations and are guaranteed on a senior unsecured basis by the Company’s material current and future domestic subsidiaries. The 2012 Convertible Notes and the related guarantees rank equal in right of payment to all of the Company’s and the guarantors’ respective existing and future unsecured senior indebtedness. Interest is payable semi-annually in arrears on February 1st and August 1st of each year. The Company assesses the convertibility of the 2012 Convertible Notes on an ongoing basis. The 2012 Convertible Notes were not convertible as of June 30, 2010.

The principal amount of the 2012 Convertible Notes is payable in cash and amounts above the principal amount, if any, will be convertible into shares of the Company’s common stock or, at the Company’s option, cash. The 2012 Convertible Notes are convertible at an initial conversion price, subject to adjustment, of $6.10 per share (approximating 163.8136 shares per one thousand dollar principal amount of the 2012 Convertible Notes). The 2012 Convertible Notes are convertible upon the occurrence of certain events, including (i) prior to February 12, 2012 during any calendar quarter after September 30, 2007, if the closing sale price per share of the Company’s common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter; (ii) prior to February 12, 2012 during the five consecutive business days immediately after any five consecutive trading day period in which the average trading price for the notes on each day during such five trading day period was equal to or less than 97% of the closing sale price of the Company’s common stock on such day multiplied by the then current conversion rate; (iii) upon the occurrence of specified corporate transactions; and (iv) at any time from, and including February 1, 2012 until the close of business on the second business day immediately preceding August 1, 2012. In addition, upon events defined as a “fundamental change” under the 2012 Convertible Notes indenture, the Company may be required to repurchase the 2012 Convertible Notes at a repurchase price in cash equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In the event the 2012 Convertible Notes become convertible, the Company would be required to classify the entire amount outstanding of the 2012 Convertible Notes as a current liability. In addition, if conversion occurs in connection with certain changes in control, the Company may be required to deliver additional shares of the Company’s common stock (a “make-whole” premium) by increasing the conversion rate with respect to such notes. For a discussion of the effects of the 2012 Convertible Notes on earnings per share, see Note 10.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

As of June 30, 2010 and December 31, 2009, the equity component of the 2012 Convertible Notes was $1,503 and $9,702, respectively, and is included in additional paid-in capital. Interest expense resulting from amortization of the debt discount was $159 and $1,020 for the three months ended June 30, 2010 and 2009, respectively, and $864 and $2,022 for the six months ended June 30, 2010 and 2009, respectively. Interest expense on the principal amount of the 2012 Convertible Notes was $706 and $5,063 for the three months ended June 30, 2010 and 2009, respectively, and $3,906 and $10,126 for the six months ended June 30, 2010 and 2009, respectively. The Company has determined its non-convertible borrowing rate would have been 11.7% at issuance.

9.125% Senior notes due 2018—On March 22, 2010, the Company completed a public offering of $200,000 aggregate principal amount of its 2018 Senior Notes, with net proceeds of $193,596 to the Company after deducting discounts and underwriting fees of $6,404. Interest on the 2018 Senior Notes is payable semi-annually in arrears on April 1st and October 1st of each year, commencing October 1, 2010. The obligations under the 2018 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by all of the Company’s wholly-owned domestic subsidiaries other than subsidiaries that are designated as unrestricted subsidiaries. The 2018 Senior Notes and the guarantees are secured by a second-priority lien on, and security interest in, substantially all of the Company’s and the guarantors’ assets, junior to first-priority liens that secure the Company’s ABL Loan Facility and certain other permitted liens under the indenture that governs the notes. Prior to April 1, 2014, the Company may redeem all or a part of the 2018 Senior Notes at a price equal to 100% of the principal amount plus an applicable “make-whole” premium and accrued and unpaid interest to the redemption date. The Company may redeem the 2018 Senior Notes, in whole or in part, beginning on April 1, 2014. The initial redemption price will be 104.563% of their aggregate principal amount, plus accrued and unpaid interest. The redemption price declines to 102.281% and 100.000% of their aggregate principal amount, plus accrued and unpaid interest, on April 1, 2015 and April 1, 2016 and thereafter, respectively. In addition, at any time and from time to time prior to April 1, 2013, the Company may redeem up to 35% of the 2018 Senior Notes at a redemption price equal to 109.125% of its principal amount plus accrued and unpaid interest using proceeds from sales of certain kinds of the Company’s capital stock. Upon the occurrence of a change of control or the sale of the Company’s assets, it may be required to repurchase some or all of the notes.

The indenture governing the 2018 Senior Notes contains covenants that limit the Company’s ability to, among other things, incur additional indebtedness, issue preferred stock, pay dividends, repurchase, repay or redeem its capital stock, make certain investments, sell assets and incur liens. As of June 30, 2010, the Company was in compliance with its covenants under the indenture.

10.25% Senior notes due 2014—Interest on the 2014 Senior Notes is payable semi-annually in arrears on July 15th and January 15th of each year. The 2014 Senior Notes are senior unsecured obligations and are guaranteed on a senior unsecured basis by all of the Company’s current and future domestic subsidiaries that are material or that guarantee the Company’s ABL Loan Facility. The 2014 Senior Notes and the guarantees rank equally with all of the Company’s and the guarantors’ existing and future senior unsecured indebtedness, but are effectively subordinated to all of the Company’s and the guarantors existing and future senior secured indebtedness to the extent of the value of the assets securing that indebtedness and to all liabilities of the Company’s subsidiaries that are not guarantors. The Company used the net proceeds from its 2017 Senior Notes offering (see Note 3) to finance the repurchase of $175,000 aggregate principal amount of its 2014 Senior Notes, $169,074 of which closed on March 22, 2010, $50 of which closed on April 5, 2010 and $5,876 of which closed on July 15, 2010.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

The indenture governing the 2014 Senior Notes contains covenants that limit the Company’s ability to, among other things, incur additional indebtedness, issue preferred stock, pay dividends, repurchase, repay or redeem the Company’s capital stock, make certain investments, sell assets and incur liens. As of June 30, 2010, the Company was in compliance with its covenants under the indenture.

Asset-based loan facility—On February 22, 2010, the Company entered into an ABL Loan Facility which replaced its prior senior secured credit facility. The ABL Loan Facility is a $125,000 senior secured facility with a four-year term, all of which is available for loans or the issuance of letters of credit. Subject to certain conditions, at any time prior to maturity, the Company will be able to elect to increase the size of the ABL Loan Facility, up to a maximum of $200,000. Availability under the ABL Loan Facility is determined using a borrowing base calculation. The ABL Loan Facility is guaranteed by all of the Company’s current and future wholly-owned subsidiaries and secured by a first priority security interest on all of the Company’s and each of the Company’s guarantors’ existing and after-acquired real and personal property, including all outstanding equity interests of the Company’s wholly-owned subsidiaries. The ABL Loan Facility has a maturity date of February 22, 2014. The ABL Loan Facility has an early acceleration provision if more than $20,000 aggregate principal amount of 2012 Convertible Notes remains outstanding as of January 31, 2012. Accordingly, the Company intends to repurchase an additional amount of the 2012 Convertible Notes so that no more than $20,000 remains outstanding as of that date. As of June 30, 2010, the Company had a borrowing capacity of $118,660 under the ABL Loan Facility with no borrowings outstanding, letters of credit totaling $85,401 outstanding and $33,259 available for future borrowing, and was in compliance with its financial covenants under the ABL Loan Facility. The ABL Loan Facility was amended on May 6, 2010 for minor technical corrections.

Equipment notes—The equipment notes, having various maturity dates extending to September 2014, are collateralized by mining equipment. As of June 30, 2010, the Company had amounts outstanding with terms ranging from 36 to 60 months and a weighted-average interest rate of 7.38%. Additional funds are available under the Company’s revolving equipment credit facility for terms from 36 to 60 months at interest rates ranging from 5.75% to 6.25% at June 30, 2010.

Capital lease and other—The Company leases certain mining equipment under a capital lease. The Company imputed interest on its capital lease using a rate of 10.44%.

Short-Term Debt

The Company finances the majority of its annual insurance premiums with the related obligation included in short-term debt. The weighted-average interest rate applicable to the notes was 2.03% at June 30, 2010. As of June 30, 2010 and December 31, 2009, the Company had $2,334 and $2,166, respectively, outstanding related to insurance financing.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

(7) Income Taxes

The effective income tax rates applied to the three and six months ended June 30, 2010 and 2009 were calculated using estimated annual effective rates based on projected earnings for the respective years, exclusive of discrete items. The effective income tax rate applied to the three months ended June 30, 2010 decreased to 13% from an effective income tax rate of 18% applied to the three months ended June 30, 2009, primarily resulting from the effect of an increase in forecasted income tax deductions for depletion of mineral rights. The effective income tax rate applied to the six months ended June 30, 2010 decreased to 9% from an effective income tax rate of 20% applied to the six months ended June 30, 2009, primarily resulting from the effect of an increase in forecasted income tax deductions for depletion of mineral rights.

Discrete items that impacted only the current periods were excluded from the estimated annual effective tax rate applied to the three and six months ended June 30, 2010. For the three months ended June 30, 2010, discrete items of $3,030 were comprised of a tax benefit of $3,257 for the loss on the repurchase of 2012 Convertible Notes and tax expense of $227 for other miscellaneous discrete items. For the six months ended June 30, 2010, discrete items of $9,298 were comprised of tax benefits of $6,288 for the loss on the repurchases of 2014 Senior Notes and $3,895 for the loss on repurchases and exchanges of 2012 Convertible Notes, as well as tax expense of $829 related to the Health Care Reform and Education Reconciliations Act taxation of Medicare Part D and $56 for other miscellaneous discrete items. There were no significant discrete items excluded from the estimated annual effective rates for the three and six months ended June 30, 2009.

(8) Employee Benefits

Postretirement Benefits

Employees of the Company who complete ten years of service, and certain employees who have completed eight years of service with the former Horizon Natural Resources Company and complete two years with the Company, will be eligible to receive postretirement healthcare benefits. Eligible retired employees must pay two hundred and fifty dollars per month per family. The Company accrues postretirement benefit expense based on actuarially determined amounts. The amount of postretirement benefit cost accrued is impacted by various assumptions (discount rate, healthcare cost increases, etc.) that the Company uses in determining its postretirement obligations.

In March 2010, the Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act (“HCERA” or, collectively with PPACA, the “Health Care Reform Act”) were enacted into law. The Health Care Reform Act is a comprehensive health care reform bill that includes a provision to remove lifetime caps on medical plans. The Company’s retiree medical plan has such a cap and, as a result of the Health Care Reform Act, it remeasured its postretirement benefit obligation resulting in an additional liability of $6,323. The prior service cost associated with the plan change will be amortized over the average remaining working life of the related employees. The Company incurred additional expense of $422 during the three months ended June 30, 2010 related to the remeasurement.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

The Company assumed discount rates of 6.25% and 5.75% to determine the postretirement benefit liability as of June 30, 2010 and December 31, 2009, respectively, and 5.75% for the three months ended March 31, 2010, 6.25% for the three months ended June 30, 2010 and 6.25% for the six months ended June 30, 2009 to determine the net periodic benefit costs.

Postretirement benefit information for the six months ended June 30, 2010 and 2009 is as follows:

	June 30, 2010			June 30, 2009
Changes in Benefit Obligations:
Accumulated benefit obligations at beginning of period	$	30,048		$	27,974
Plan change–prior service cost		13,009			—
Service cost		1,753			1,668
Interest cost		973			874
Actuarial gain		(6,686	)		—
Benefits paid		(36	)		(7	)
Accumulated benefit obligation at end of period		39,061			30,509
Fair value of plan assets at end of period		—			—
Net liability recognized	$	39,061		$	30,509

The changes in the actuarial loss (gain) and prior service cost for the three and six months ended June 30, 2010 and 2009, that are included in accumulated other comprehensive income (loss), were as follows:

	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
Balance at beginning of period	$	5,246		$	8,475		$	5,274		$	8,548
Plan change–prior service cost		13,009			—			13,009			—
Actuarial gain		(6,686	)		—			(6,686	)		—
Amortization of actuarial loss and prior service cost		(250	)		(71	)		(278	)		(144	)
Balance at end of period	$	11,319		$	8,404		$	11,319		$	8,404

The Company expects to recognize $500 of the net actuarial loss and prior service cost as a component of the net periodic benefit cost during the remainder of 2010. Components of net periodic benefit cost for the three and six months ended June 30, 2010 and 2009 are as follows:

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009
Net periodic benefit cost:
Service cost	$	922	$	834	$	1,753	$	1,668
Interest cost		541		438		973		874
Amortization of actuarial loss and prior service cost		250		71		278		144
Benefit cost	$	1,713	$	1,343	$	3,004	$	2,686

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

For measurement purposes at June 30, 2010, an 8.7% annual rate of increase in the per capita cost of covered healthcare benefits was assumed, gradually decreasing to 4.7% in 2061 and remaining level thereafter.

The expense and liability estimates can fluctuate by significant amounts based upon the assumptions used. As of June 30, 2010, a one-percentage-point increase in assumed healthcare cost trend rates would increase total service and interest cost components and the postretirement benefit obligation by $1,254 and $7,007, respectively. Conversely, a one-percentage-point decrease would reduce total service and interest cost components and the postretirement benefit obligation by $962 and $5,748, respectively.

Estimated future benefit payments for the years indicated ending after June 30, 2010 are as follows:

2010 (remainder of year)	$	250
2011		825
2012		1,279
2013		1,694
2014		1,989
2015 – 2019		15,619
Total	$	21,656

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Medicare Act”) provides for a prescription drug benefit under Medicare (“Medicare Part D”), as well as a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. As of June 30, 2010, the Company determined the effects of the Medicare Act resulted in a $14,789 reduction of its postretirement benefit obligation. The Medicare Act is expected to result in a $2,647 reduction of the Company’s postretirement benefit cost for the year ended December 31, 2010. The effect on the Company’s postretirement benefit cost components includes reductions of $1,145, $741 and $761 to the service cost, interest cost and amortization of accumulated postretirement benefit obligation, respectively. Provisions of the PPACA, among other things, repeal the current rule permitting a tax deduction for the portion of the drug coverage expense that is offset by the Medicare Part D subsidy, effective for taxable years beginning after December 31, 2012.

Under the Health Care Reform Act, the Company will no longer receive a federal income tax deduction for the expenses incurred in connection with providing the subsidized coverage to the extent of the subsidy received. Because future anticipated retiree prescription drug plan liabilities and related subsidies are already reflected in the Company’s financial statements, this change required it to reduce the value of the related tax benefits recognized in its financial statements in the period during which the Health Care Reform Act was enacted. As a result, the Company recorded a one-time, non-cash income tax charge of $829 during the six months ended June 30, 2010 to reflect the impact of this change.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

Black Lung Benefits

The following table details the components of the net periodic benefit cost for black lung benefits for the three and six months ended June 30, 2010 and 2009.

	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
Net periodic benefit cost:
Service cost	$	611		$	693		$	1,222		$	1,386
Interest cost		389			395			778			789
Amortization of actuarial loss		(35	)		(98	)		(70	)		(196	)
Benefit cost	$	965		$	990		$	1,930		$	1,979

The plan is unfunded; therefore, no contributions were made by the Company for the three and six months ended June 30, 2010 and 2009.

The Health Care Reform Act also amended previous legislation related to coal workers’ pneumoconiosis (black lung), providing an automatic extension of awarded lifetime benefits to surviving spouses and providing changes to the legal criteria used to assess and award claims. These new provisions of the Health Care Reform Act may increase the number of future claims that are awarded benefits. The Company does not have sufficient claims experience since the Health Care Reform Act was passed to estimate the impact on its June 30, 2010 black lung liability of the potential increase in the number of future claims that are awarded benefits. An increase in benefits awarded could have a material impact on the Company’s financial position, results of operations or cash flows.

(9) Other Comprehensive Income (Loss)

Other comprehensive income (loss) for the three and six months ended June 30, 2010 and 2009 was as follows:

	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
Net income (loss) attributable to International Coal Group, Inc.	$	4,482		$	10,382		$	(4,370	)	$	14,075
Postretirement benefit obligation adjustments, net of tax of $2,397 for the six months ended June 30, 2010		(3,926	)		—			(3,926	)		—
Amortization of postretirement benefit obligation, net of tax of $105 and $29 for the three months ended June 30, 2010 and 2009, respectively, and $126 and $58 for the six months ended June 30, 2010 and 2009, respectively		145			42			152			86
Amortization of black lung obligation, net of tax of $13 and $37 for the three months ended June 30, 2010 and 2009, respectively, and $26 and $74 for the six months ended June 30, 2010 and 2009, respectively		(22	)		(61	)		(44	)		(122	)
Comprehensive income (loss)	$	679		$	10,363		$	(8,188	)	$	14,039

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

(10) Earnings Per Share

Basic earnings per share is computed by dividing net income or loss available to common shareholders by the weighted-average number of common shares outstanding during the period, excluding restricted common stock subject to continuing vesting requirements. Diluted earnings per share is calculated based on the weighted-average number of common shares outstanding during the period and, when dilutive, potential common shares from the exercise of stock options, restricted common stock subject to continuing vesting requirements, restricted stock units and convertible debt, pursuant to the treasury stock method.

Reconciliations of weighted-average shares outstanding used to compute basic and diluted earnings per share for the three and six months ended June 30, 2010 and 2009 are as follows:

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010			2009
Net income (loss) attributable to International Coal Group, Inc.	$	4,482	$	10,382	$	(4,370	)	$	14,075

Weighted-average common shares outstanding—basic		202,484,814		152,832,797		191,992,083			152,803,420
Incremental shares arising from:
Stock options		816,567		253,801		—			268
Restricted shares		424,391		1,392,231		—			1,122,381
Restricted stock units		206,493		193,426		—			57,656
Weighted-average common shares outstanding—diluted		203,932,265		154,672,255		191,992,083			153,983,725

Earnings Per Share:
Basic	$	0.02	$	0.07	$	(0.02	)	$	0.09
Diluted	$	0.02	$	0.07	$	(0.02	)	$	0.09

Options to purchase 2,702,232 shares of common stock outstanding have been excluded from the computation of diluted earnings per share for the three months ended June 30, 2010 because their effect would have been anti-dilutive. Options to purchase 5,828,951 shares of common stock, 1,126,471 shares of restricted common stock and 315,420 restricted stock units outstanding at June 30, 2010 have been excluded from the computation of diluted earnings per share for the six months ended June 30, 2010 because their effect would have been anti-dilutive. Options to purchase 2,777,822 and 2,797,022 shares of common stock outstanding at June 30, 2009 have been excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2009, respectively, because their effect would have been anti-dilutive.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

The Company currently intends to settle the principal amount of the 2017 Convertible Notes in cash and amounts above the principal amount, if any, will be settled with shares of the Company’s common stock or, at the Company’s option, cash. The volume weighted-average price of the Company’s common stock for the applicable cash settlement averaging period of the 2017 Convertible Notes was below the initial conversion price of $5.81 per share. Accordingly, there were no potentially dilutive shares related to the 2017 Convertible Notes at June 30, 2010. The principal amount of the 2012 Convertible Notes is payable in cash and amounts above the principal amount, if any, will be settled with shares of the Company’s common stock or, at the Company’s option, cash. The volume weighted-average price of the Company’s common stock for the applicable cash settlement averaging period of the 2012 Convertible Notes was below the initial conversion price of $6.10 per share. Accordingly, there were no potentially dilutive shares related to the 2012 Convertible Notes at June 30, 2010 and 2009.

(11) Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments are determined based on relevant market information. These estimates involve uncertainty and cannot be determined with precision. The following methods and assumptions were used to estimate the fair value of each class of financial instrument.

Cash and Cash Equivalents, Accounts Receivable, Accounts Payable, Short-Term Debt and Other Current Liabilities—The carrying amounts approximate the fair value due to the short maturity of these instruments.

Long-term Debt—The fair value of the convertible notes and senior notes were based upon their respective values in active markets or the Company’s best estimate using market information. The fair value of the aggregate principal amounts outstanding as of June 30, 2010 and December 31, 2009 are as follows:

	June 30, 2010				December 31, 2009
	Principal Outstanding		Fair Value		Principal Outstanding		Fair Value
4.00% Convertible Senior Notes, due 2017	$	115,000	$	103,638	$	—	$	—
9.125% Senior Notes, due 2018		200,000		200,000		—		—
9.00% Convertible Senior Notes, due 2012		25,013		28,265		161,502		177,458
10.25% Senior Notes, due 2014		5,876		6,111		175,000		168,219

The carrying value of the Company’s capital lease obligation and other debt approximate fair value at June 30, 2010 and December 31, 2009.

(12) Commitments and Contingencies

Guarantees and Financial Instruments with Off-Balance Sheet Risk—In the normal course of business, the Company is a party to certain guarantees and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds. No liabilities related to these arrangements are reflected in the Company’s condensed consolidated balance sheets. Management does not expect any material losses to result from these guarantees or off-balance sheet financial instruments. The Company had outstanding surety bonds with third parties totaling $119,861 and $116,962 as of June 30, 2010 and December 31, 2009, respectively, to secure reclamation and other performance commitments. As of June 30, 2010, the Company had bank letters of credit outstanding of $85,401 under the ABL Loan Facility. As of December 31, 2009, the Company had bank letters of credit outstanding of $73,551 under a revolving credit facility.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

Legal Matters—On August 23, 2006, a survivor of the Sago mine accident, Randal McCloy, filed a complaint in the Kanawha Circuit Court in Kanawha County, West Virginia. The claims brought by Randal McCloy and his family against the Company and certain of its subsidiaries, and against W.L. Ross & Co., and Wilbur L. Ross, Jr., individually, were dismissed on February 14, 2008, after the parties reached a confidential settlement. Sixteen other complaints have been filed in Kanawha Circuit Court by the representatives of many of the miners who died in the Sago mine accident, and several of these plaintiffs have filed amended complaints to expand the group of defendants in the cases. The complaints allege various causes of action against the Company and its subsidiary, Wolf Run Mining Company, one of its shareholders, W.L. Ross & Co., and Wilbur L. Ross, Jr., individually, related to the accident and seek compensatory and punitive damages. In addition, the plaintiffs also allege causes of action against other third parties, including claims against the manufacturer of Omega block seals used to seal the area where the explosion occurred and against the manufacturer of self-contained self-rescuer (“SCSR”) devices worn by the miners at the Sago mine. Some of these third parties have been dismissed from the actions upon settlement. The amended complaints add other of the Company’s subsidiaries to the cases, including ICG, Inc., ICG, LLC and Hunter Ridge Coal Company, unnamed parent, subsidiary and affiliate companies of the Company, W.L. Ross & Co., and Wilbur L. Ross, Jr., and other third parties, including a provider of electrical services and a supplier of components used in the SCSR devices. The Company believes that it is appropriately insured for these and other potential claims, and has fully paid its deductible applicable to its insurance policies. In addition to the dismissal of the McCloy claim, the Company has settled and dismissed five other actions. These settlements required the release of the Company, its subsidiaries, W.L. Ross & Co., and Wilbur L. Ross, Jr. The Company will vigorously defend itself against the remaining complaints.

Allegheny Energy Supply (“Allegheny”), the sole customer of coal produced at the Company’s subsidiary Wolf Run Mining Company’s (“Wolf Run”) Sycamore No. 2 mine, filed a lawsuit against Wolf Run, Hunter Ridge Holdings, Inc. (“Hunter Ridge”), and the Company in state court in Allegheny County, Pennsylvania on December 28, 2006, and amended its complaint on April 23, 2007. Allegheny claims that Wolf Run breached a coal supply contract when it declared force majeure under the contract upon idling the Sycamore No. 2 mine in the third quarter of 2006, and that Wolf Run continues to breach the contract by failing to ship in volumes referenced in the contract. The Sycamore No. 2 mine was idled after encountering adverse geologic conditions and abandoned gas wells that were previously unidentified and unmapped. After extensive searching for gas wells and rehabilitation of the mine, it was re-opened in 2007, but with notice to Allegheny that it would necessarily operate at reduced volumes in order to safely and effectively avoid the many gas wells within the reserve. The amended complaint also alleges that the production stoppages constitute a breach of the guarantee agreement by Hunter Ridge and breach of certain representations made upon entering into the contract in early 2005, a claim that Allegheny has since voluntarily dropped. Allegheny claims that it will incur costs in excess of $100,000 to purchase replacement coal over the life of the contract. The Company, Wolf Run and Hunter Ridge answered the amended complaint on August 13, 2007, disputing all of the remaining claims. On November 3, 2008, the Company, Wolf Run and Hunter Ridge filed an amended answer and counterclaim against the plaintiffs seeking to void the coal supply agreement due to, among other things, fraudulent inducement and conspiracy. The counterclaim alleges further that Allegheny breached a confidentiality agreement with Hunter Ridge, which prohibited the solicitation of its employees. After the coal supply agreement was executed, Allegheny hired the then-president of Anker Coal Group, Inc. (now Hunter Ridge) who engaged in negotiations on behalf of Wolf Run and Hunter Ridge. In addition to seeking a declaratory judgment that the coal supply agreement and guaranty be deemed void and unenforceable and rescission of the contracts, the counterclaim also seeks compensatory and punitive damages. On September 23, 2009, Allegheny filed a second amended complaint alleging several alternative theories of liability in its effort to extend contractual liability to the Company, which was not a party to the original contract and did not exist at the time Wolf Run and Allegheny entered into the contract. No new substantive claims were asserted. The Company answered the second amended complaint on October 13, 2009, denying all of the new claims. The Company’s counterclaim was dismissed on motion for summary judgment entered on May 11, 2010. Allegheny’s claims against International Coal Group, Inc. were also dismissed by summary judgment, but the claims against Wolf Run and Hunter Ridge remain pending. The court has set a trial date of January 24, 2011 for trial of this matter.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

On January 7, 2008, Saratoga Advantage Trust (“Saratoga”) filed a class action lawsuit in the U.S. District Court for the Southern District of West Virginia against the Company and certain of its officers and directors seeking unspecified damages. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, based on alleged false and misleading statements in the registration statements filed in connection with the Company’s November 2005 reorganization and December 2005 public offering of common stock. In addition, the complaint challenges other of the Company’s public statements regarding its operating condition and safety record. On July 6, 2009, Saratoga filed an amended complaint asserting essentially the same claims but seeking to add an individual co-plaintiff. The Company has filed a motion to dismiss the amended complaint. The Company intends to vigorously defend the action.

On July 3, 2007, Taylor Environmental Advocacy Membership, Inc. (“T.E.A.M.”) filed a petition to appeal the issuance of ICG Tygart Valley, LLC’s (“Tygart Valley”) Surface Mine Permit U-2004-06 against the West Virginia Department of Environmental Protection (the “WVDEP”) in an action before the West Virginia Surface Mine Board (the “Board”). On December 10, 2007, the Board remanded the permit to the WVDEP for revision to certain provisions related to pre-mining water monitoring and cumulative hydrologic impacts. The WVDEP issued a modification on April 1, 2008 addressing those issues. T.E.A.M. filed an appeal of the WVDEP’s approval of the permit modification on April 30, 2008. On October 7, 2008, the Board issued an order remanding the permit to the WVDEP requiring Tygart Valley to address a technical issue related to projected post-mining water quality. Tygart Valley prepared and submitted a permit modification to alleviate the Board’s concerns. The revision was approved by the WVDEP on May 27, 2009, reinstating the Tygart Valley permit. As expected, T.E.A.M. appealed the reinstatement. On March 10, 2010, the Board issued a Notice of Decision which affirmed and modified WVDEP’s decision to issue the permit to Tygart Valley. The Board issued its Final Order on June 9, 2010, affirming its decision in favor of Tygart Valley. T.E.A.M. did not appeal the Board’s decision and the matter is now concluded. Tygart Valley resumed construction activities in June 2010.

On June 11, 2010, the WVDEP filed suit against ICG Eastern, LLC (“ICG Eastern”) alleging violations of the West Virginia Water Pollution Control/National Pollutant Discharge Elimination System (“WVNPDES”) and Surface Mine Permits for ICG Eastern’s Birch River surface mine. The WVDEP alleges that ICG Eastern has failed to fully comply with the effluent limits for aluminum, manganese, pH, iron and selenium contained in its WVNPDES permit. The complaint further alleges that violations of the WVNPDES permit effluent limits have caused violations of water quality standards for the same parameters in the streams receiving the discharges from this mine. The WVDEP also alleges that violations of the effluent limits in the WVNPDES permits are also violations of the regulations governing surface mining in West Virginia. The WVDEP’s complaint seeks the imposition of civil penalties and relief that, if granted, may impose new or more stringent treatment requirements for ICG Eastern’s outlets. ICG Eastern has filed an answer and raised affirmative defenses to the WVDEP’s complaint. The Company intends to vigorously defend this matter.

In addition, from time to time, the Company is involved in legal proceedings arising in the ordinary course of business. These proceedings include assessments of penalties for citations and orders asserted by the Mine Safety and Health Administration and other regulatory agencies, none of which are expected by management to, individually or in the aggregate, have a material adverse effect on the Company. In the opinion of management, the Company has recorded adequate reserves for liabilities arising in the ordinary course and it is management’s belief there is no individual case or group of related cases pending that is likely to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

(13) Related Party Transactions and Balances

Under an Advisory Services Agreement dated as of October 1, 2004 between the Company and W.L. Ross & Co. ("WLR"), WLR has agreed to provide advisory services to the Company (consisting of consulting and advisory services in connection with strategic and financial planning, investment management and administration and other matters relating to the business and operation of the Company of a type customarily provided by sponsors of U.S. private equity firms to companies in which they have substantial investments, including any consulting or advisory services which the Board of Directors reasonably requests). WLR is paid a quarterly fee of $500 and reimbursed for any reasonable out-of-pocket expenses (including expenses of third-party advisors retained by WLR). The agreement is for a period of seven years; however, it may be terminated upon the occurrence of certain events.

(14) Segment Information

The Company extracts, processes and markets steam and metallurgical coal from deep and surface mines for sale to electric utilities and industrial customers, primarily in the eastern United States. The Company operates only in the United States with mines in the Central Appalachian, Northern Appalachian and Illinois Basin regions. The Company has three reportable business segments: Central Appalachian, Northern Appalachian and Illinois Basin. The Company’s Central Appalachian operations are located in southern West Virginia, eastern Kentucky and western Virginia and include eight mining complexes. The Company’s Northern Appalachian operations are located in northern West Virginia and Maryland and include four mining complexes. The Company’s Illinois Basin operations include one mining complex. The Company also has an Ancillary category, which includes the Company’s brokered coal functions, corporate overhead, equipment and parts sales, contract highwall mining services and land activities.

Reportable segment results from continuing operations for the three and six months ended June 30, 2010 and 2009 and segment assets as of June 30, 2010 and 2009 were as follows:

Three months ended June 30, 2010:

	Central Appalachian		Northern Appalachian		Illinois Basin		Ancillary			Consolidated
Revenue	$	172,605	$	77,439	$	23,227	$	27,169		$	300,440
Adjusted EBITDA		37,287		7,108		5,253		(4,842	)		44,806
Depreciation, depletion and amortization		17,873		5,437		1,520		1,305			26,135
Capital expenditures		7,594		7,714		6,056		411			21,775
Total assets		706,532		192,493		57,130		508,376			1,464,531

Three months ended June 30, 2009:

	Central Appalachian		Northern Appalachian		Illinois Basin		Ancillary			Consolidated
Revenue	$	187,589	$	52,279	$	19,465	$	18,464		$	227,797
Adjusted EBITDA		47,166		5,301		3,762		(3,989	)		52,240
Depreciation, depletion and amortization		17,250		5,246		1,953		1,586			26,035
Capital expenditures		4,724		5,991		4,032		1,138			15,885
Total assets		743,917		180,111		46,838		373,397			1,344,263

Revenue in the Ancillary category consists primarily of $14,632 and $606 relating to the Company’s equipment and parts sales, $9,736 and $12,720 relating to brokered coal sales and $1,758 and $4,018 relating to contract highwall mining activities for the three months ended June 30, 2010 and 2009, respectively. Capital expenditures include non-cash amounts of $11,998 and $10,693 for the three months ended June 30, 2010 and 2009, respectively. Capital expenditures do not include $10,817 and $11,744 paid during the three months ended June 30, 2010 and 2009, respectively, related to capital expenditures accrued in prior periods.

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

Six months ended June 30, 2010:

	Central Appalachian		Northern Appalachian		Illinois Basin		Ancillary			Consolidated
Revenue	$	357,370	$	142,806	$	49,319	$	39,539		$	589,034
Adjusted EBITDA		76,723		15,054		10,000		(10,104	)		91,673
Depreciation, depletion and amortization		35,425		10,706		4,068		2,333			52,532
Capital expenditures		17,132		11,224		9,456		537			38,349
Total assets		706,532		192,493		57,130		508,376			1,464,531

Six months ended June 30, 2009:

	Central Appalachian		Northern Appalachian		Illinois Basin		Ancillary			Consolidated
Revenue	$	377,151	$	118,446	$	40,471	$	46,695		$	582,763
Adjusted EBITDA		76,599		15,453		6,633		(1,947	)		96,738
Depreciation, depletion and amortization		34,840		10,821		3,663		2,974			52,298
Capital expenditures		13,924		11,182		5,288		3,108			33,502
Total assets		743,917		180,111		46,838		373,397			1,344,263

Revenue in the Ancillary category consists primarily of $17,360 and $23,440 relating to the Company’s brokered coal sales, $14,880 and $1,578 relating to equipment and parts sales and $5,257 and $10,858 relating to contract highwall mining activities for the six months ended June 30, 2010 and 2009, respectively. Capital expenditures include non-cash amounts of $14,536 and $10,693 for the six months ended June 30, 2010 and 2009, respectively. Capital expenditures do not include $17,416 and $12,942 paid during the six months ended June 30, 2010 and 2009, respectively, related to capital expenditures accrued in prior periods.

Reconciliation of net income or loss attributable to International Coal Group, Inc. to Adjusted EBITDA for the three and six months ended June 30, 2010 and 2009 is as follows:

	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
Net income (loss) attributable to International Coal Group, Inc.	$	4,482		$	10,382		$	(4,370	)	$	14,075
Depreciation, depletion and amortization		26,135			26,035			52,532			52,298
Interest expense, net		10,015			13,214			23,315			26,232
Income tax expense (benefit)		(1,924	)		2,613			(7,889	)		4,108
Loss on extinguishment of debt		6,098			—			28,085			—
Noncontrolling interest		—			(4	)		—			25
Adjusted EBITDA	$	44,806		$	52,240		$	91,673		$	96,738

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

(Dollars in thousands, except per share amounts)

(15) Supplementary Guarantor Information

International Coal Group, Inc. (the “Parent Company”) issued its 2014 Senior Notes in June 2006, 2012 Convertible Notes in July 2007, 2018 Senior Notes in March 2010 and 2017 Convertible Notes (together with the 2014 Senior Notes, the 2012 Convertible Notes and the 2018 Senior Notes, the “Notes”) in March 2010.

The Parent Company has no independent assets or operations other than those related to the issuance, administration and repayment of the Notes. All subsidiaries of the Parent Company (the “Guarantors”), except for a minor non-guarantor joint venture, have fully and unconditionally guaranteed the Notes on a joint and several basis. The Guarantors are 100% owned, directly or indirectly, by the Parent Company. Accordingly, condensed consolidating financial information for the Parent Company and the Guarantors are not presented.

The Notes are senior obligations of the Parent Company and are guaranteed on a senior basis by the Guarantors and rank senior in right of payment to the Parent Company’s and Guarantors’ future subordinated indebtedness. Obligations under the ABL Loan Facility are secured on a first-priority basis and obligations under the 2018 Senior Notes are secured on a second-priority basis by substantially all of the assets of the Parent Company and the Guarantors. As a result, the 2014 Senior Notes, 2012 Convertible Notes and 2017 Convertible Notes are effectively subordinated to amounts borrowed under the ABL Loan Facility and the 2018 Senior Notes. Other than for corporate-related purposes or interest payments required by the Notes, the ABL Loan Facility restricts the Guarantors’ abilities to make loans or pay dividends to the Parent Company in excess of $25,000 per year (or at all upon an event of default) and restricts the ability of the Parent Company to pay dividends. Therefore, all but $25,000 of the Parent Company’s subsidiaries’ assets are restricted assets.

The Parent Company and Guarantors are subject to certain covenants under the indenture for the 2018 Senior Notes. Under these covenants, the Parent Company and Guarantors are, among other things, subject to limitations on the incurrence of additional indebtedness, payment of dividends and the incurrence of liens; however, the indenture contains no restrictions on the ability of the Guarantors to pay dividends or make payments to the Parent Company.

The obligations of the Guarantors are limited to the maximum amount permitted under bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law respecting fraudulent conveyance or fraudulent transfer.

(16) Subsequent Events

The Company has evaluated events and transactions occurring subsequent to the balance sheet date for items that should potentially be recognized or disclosed in its financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995 and may involve a number of risks and uncertainties. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and similar terms and phrases, including references to assumptions, in this report to identify forward-looking statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to various risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•	market demand for coal, electricity and steel;

•	availability of qualified workers;

•	future economic or capital market conditions;

•	weather conditions or catastrophic weather-related damage;

•	our production capabilities;

•	consummation of financing, acquisition or disposition transactions and the effect thereof on our business;

•	a significant number of conversions of our convertible senior notes prior to maturity;

•	our plans and objectives for future operations and expansion or consolidation;

•	our relationships with, and other conditions affecting, our customers;

•	availability and costs of key supplies or commodities such as diesel fuel, steel, explosives and tires;

•	availability and costs of capital equipment;

•	prices of fuels which compete with or impact coal usage, such as oil and natural gas;

•	timing of reductions or increases in customer coal inventories;

•	long-term coal supply arrangements;

•	reductions and/or deferrals of purchases by major customers;

•	risks in or related to coal mining operations, including risks relating to third-party suppliers and carriers operating at our mines or complexes;

•	unexpected maintenance and equipment failure;

•	adoption by Appalachian states of EPA guidance regarding stringent water quality-based limitations in CWA Section 402 wastewater discharge permits and CWA Section 404 dredge and fill permits;

•	environmental, safety and other laws and regulations, including those directly affecting our coal mining and production, and those affecting our customers’ coal usage;

•	ability to obtain and maintain all necessary governmental permits and authorizations;

•	competition among coal and other energy producers in the United States and internationally;

•	railroad, barge, trucking and other transportation availability, performance and costs;

•	employee benefits costs and labor relations issues;

•	replacement of our reserves;

•	our assumptions concerning economically recoverable coal reserve estimates;

•	availability and costs of credit, surety bonds and letters of credit;

•	title defects or loss of leasehold interests in our properties which could result in unanticipated costs or inability to mine these properties;

•	the impact of the mine explosion at a competitor’s mine on federal and state authorities’ decisions to enact laws and regulations that result in more frequent mine inspections, stricter enforcement practices and enhanced reporting requirements;

•	future legislation and changes in regulations or governmental policies or changes in interpretations or enforcement thereof, including with respect to safety enhancements and environmental initiatives relating to global warming and climate change;

•	impairment of the value of our long-lived and deferred tax assets;

•	our liquidity, including our ability to adhere to financial covenants related to our borrowing arrangements;

•	adequacy and sufficiency of our internal controls; and

•	legal and administrative proceedings, settlements, investigations and claims, including those related to citations and orders issued by regulatory authorities, and the availability of related insurance coverage.

You should keep in mind that any forward-looking statements made by us in this Quarterly Report on Form 10-Q or elsewhere speaks only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us or anticipated results. We have no duty to, and do not intend to, update or revise the forward-looking statements in this report after the date of this report, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this report might not occur. When considering these forward-looking statements, you should keep in mind the cautionary statements in this Quarterly Report on Form 10-Q and in our other SEC filings, including the more detailed discussion of these factors, as well as other factors that could affect our results, contained in Item 3, “Quantitative and Qualitative Disclosures About Market Risk,” as well as in the “Risks Relating to Our Business” section of Item 1A of our 2009 Annual Report on Form 10-K.

RESULTS OF CONTINUING OPERATIONS

Three months ended June 30, 2010 compared to the three months ended June 30, 2009

Revenues, coal sales revenues by reportable segment and tons sold by reportable segment

The following table depicts revenues for the three months ended June 30, 2010 and 2009 for the indicated categories:

	Three months ended June 30,				Increase (Decrease)
	2010		2009		$ or Tons			%
	(in thousands, except percentages and per ton data)
Coal sales revenues	$	270,714	$	254,677	$	16,037		6	%
Freight and handling revenues		9,006		6,041		2,965		49	%
Other revenues		20,720		17,079		3,641		21	%
Total revenues	$	300,440	$	277,797	$	22,643		8	%

Tons sold		4,115		4,180		(65	)	(2	)%
Coal sales revenue per ton	$	65.79	$	60.92	$	4.87		8	%

The following table depicts coal sales revenues by reportable segment for the three months ended June 30, 2010 and 2009:

	Three months ended June 30,				Increase (Decrease)
	2010		2009		$			%
	(in thousands, except percentages)
Central Appalachian	$	169,316	$	175,571	$	(6,255	)	(4	)%
Northern Appalachian		69,823		48,685		21,138		43	%
Illinois Basin		21,840		17,701		4,139		23	%
Ancillary		9,735		12,720		(2,985	)	(23	)%
Total coal sales revenues	$	270,714	$	254,677	$	16,037		6	%

The following table depicts tons sold by reportable segment for the three months ended June 30, 2010 and 2009:

	Three months ended June 30,				Increase (Decrease)
	2010		2009		Tons		%
	(in thousands, except percentages)
Central Appalachian		2,319		2,480	(161	)	(6	)%
Northern Appalachian		1,049		947	102		11	%
Illinois Basin		586		546	40		7	%
Ancillary		161		207	(46	)	(22	)%
Total tons sold		4,115		4,180	(65	)	(2	)%

Coal sales revenues—Coal sales revenues are derived from sales of produced coal and brokered coal contracts. Coal sales revenues increased for the three months ended June 30, 2010 compared to the three months ended June 30, 2009, primarily due to an increase in sales realization of $4.87 per ton resulting from favorable pricing in the second quarter of 2010. Partially offsetting the increase in sales realization was a 2% decrease in tons sold.

Central Appalachian. Coal sales revenues from our Central Appalachian segment for the three months ended June 30, 2010 decreased over the same period in 2009, primarily due to a 6% decrease in tons sold, largely driven by the expiration or termination of certain coal supply agreements. Partially offsetting the decrease in tons sold was an increase in sales realization of $2.23 per ton, which was driven by higher average contract prices of our coal.

Northern Appalachian. For the three months ended June 30, 2010, our Northern Appalachian coal sales revenues increased compared to the three months ended June 30, 2009 as a result of increased sales realization of $15.20 per ton, as well as an 11% increase in tons sold. The increase in sales realization and tons sold is a result of increased participation in the spot market due to more favorable pricing of metallurgical coal.

Illinois Basin. The increase in coal sales revenues from our Illinois Basin segment for the three months ended June 30, 2010 was primarily due to an increase in sales realization of $4.85 per ton, as well as a 7% increase in tons sold, primarily on long-term thermal coal supply contracts.

Ancillary. Our Ancillary segment’s coal sales revenues are comprised of coal sold under brokered coal contracts. For the three months ended June 30, 2010, our Ancillary coal sales revenues decreased 23%, primarily due to a 22% decrease in tons sold related to the expiration of certain coal supply agreements, as well as to decreased shipments on various remaining contracts. This decrease was further impacted by decreased realization of $1.23 per ton sold during the three months ended June 30, 2010 as compared to the three months ended June 30, 2009.

Freight and handling revenues—Freight and handling revenues represent reimbursement of freight and handling costs for certain shipments for which we initially pay the costs and are then reimbursed by the customer. Freight and handling revenues and costs increased for the three months ended June 30, 2010 compared to the three months ended June 30, 2009, primarily due to an increase in sales volumes on shipments with related freight and handling. Additionally, our subsidiary, ICG ADDCAR Systems, LLC (“ADDCAR”), sold a highwall mining machine during the three months ended June 30, 2010 with the related shipping costs included in freight and handling. There was no comparable sale during the three months ended June 30, 2009.

Other revenues—The increase in other revenues for the three months ended June 30, 2010 compared to the three months ended June 30, 2009 was primarily due to the sale of a highwall mining machine during the three months ended June 30, 2010. The increase in other revenues was partially offset by a decrease of $7.7 million of income on the termination of a below-market contract and incentive payments received related to rail transportation in the second quarter of 2009. Further impacting the decrease in other revenues was a decrease in contract mining revenues as compared to the three months ended June 30, 2009.

Costs and expenses

The following table depicts cost of operations for the three months ended June 30, 2010 and 2009 for the indicated categories:

	Three months ended June 30,						Increase (Decrease)
	2010			2009			$			%
	(in thousands, except percentages and per ton data)
Cost of coal sales	$	211,927		$	207,324		$	4,603		2	%
Freight and handling costs		9,006			6,041			2,965		49	%
Cost of other revenues		26,400			6,630			19,770		298	%
Depreciation, depletion and amortization		26,135			26,035			100		*	%
Selling, general and administrative expenses		8,335			8,670			(335	)	(4	)%
Gain on sale of assets		(34	)		(3,108	)		3,074		99	%
Total costs and expenses	$	281,769		$	251,592		$	30,177		12	%

Cost of coal sales per ton	$	51.51		$	49.60		$	1.91		4	%

* not meaningful

The following table depicts cost of coal sales by reportable segment for the three months ended June 30, 2010 and 2009:

	Three months ended June 30,				Increase (Decrease)
	2010		2009		$			%
	(in thousands, except percentages)
Central Appalachian	$	133,274	$	140,142	$	(6,868	)	(5	)%
Northern Appalachian		54,199		44,745		9,454		21	%
Illinois Basin		16,993		14,274		2,719		19	%
Ancillary		7,461		8,163		(702	)	(9	)%
Cost of coal sales	$	211,927	$	207,324	$	4,603		2	%

Cost of coal sales—For the three months ended June 30, 2010, our cost of coal sales increased compared to the three months ended June 30, 2009, primarily as a result of a 4% increase in cost of coal sales per ton, partially offset by a 2% decrease in tons sold.

Central Appalachian. Cost of coal sales from our Central Appalachian segment decreased primarily due to a 6% decrease in tons sold. Offsetting the decrease in tons sold was an increase in cost of coal sales per ton from $56.52 per ton for the three months ended June 30, 2009 to $57.49 per ton for the three months ended June 30, 2010. The increase in cost of coal sales per ton is primarily due to increases in labor costs, roof control and ventilation costs and royalties, taxes and fees. Labor costs have increased primarily due to a change in our policy in the second quarter of 2009 related to when employees are credited with vacation time. Roof control and ventilation costs increased on a per ton basis as a result of more costly materials required by changes in roof control plans. Royalties, taxes and fees increased on a per ton basis as a result of increased realization per ton sold and increased royalty rates on certain leased reserves, as well as increased severance tax obligations. Partially offsetting the increase in cost per ton was a decrease in fuel, lubricants and chemicals as a result of reduced diesel fuel consumption and prices as compared to the three months ending June 30, 2009, as well as a decrease due to fluctuations in the value of stockpile inventories.

Northern Appalachian. Our Northern Appalachian segment cost of coal sales increased due to an increase in cost of coal sales per ton from $47.21 per ton for the three months ended June 30, 2009 to $51.67 per ton for the three months ended June 30, 2010, as well as an 11% increase in tons sold. The increase in cost per ton was primarily due to increases in labor costs and transportation costs. Labor costs increased on a per ton basis due to a change in our policy in the second quarter of 2009 related to when employees are credited with vacation time. Transportation costs increased on a per ton basis, primarily due to increased metallurgical coal sales which require additional trucking costs for processing and transfer to the loading facility. Further contributing to the increase in the cost per ton were increases in benefit costs, repairs and maintenance costs and operating supplies and site maintenance costs. Partially offsetting these increases was a decrease in fuel, lubricants and chemicals as diesel fuel costs have declined as compared to the three months ending June 30, 2009, as well as a decrease due to fluctuations in the value of stockpile inventories.

Illinois Basin. For the three months ended June 30, 2010, cost of coal sales from our Illinois Basin segment increased due to an increase in cost per ton from $26.13 for the three months ended June 30, 2009 to $28.99 for the three months ended June 30, 2010 and a 7% increase in tons sold. Cost of coal sales per ton increased due to increases in roof control and ventilation costs, operating supplies and site maintenance costs, contract labor costs and repairs and maintenance costs. Roof control and ventilation costs per ton increased primarily as a result of purchasing more costly materials required for producing coal in aging areas of the mine. Further contributing to the increase in the cost per ton were increases in operating supplies and site maintenance costs, contract labor costs and repairs and maintenance costs as a result of adverse mining conditions and an additional mining section being added in June 2009. The additional section has not reached full production and additional resources are needed to allow for continued production concurrent with the addition of a new slope entrance. Partially offsetting these increases was a decrease in other cash costs.

Ancillary. Cost of coal sales from our Ancillary segment decreased for the three months ended June 30, 2010 due to a 22% decrease in tons sold related to the expiration of certain brokered coal contracts, partially offset by a $6.73 increase in cost per ton.

Cost of other revenues—For the three months ended June 30, 2010, cost of other revenues increased primarily due to an increase in cost of goods sold related to the sale of a highwall mining machine during the three months ended June 30, 2010. Additionally, costs have increased due to a $10.0 million payment made in the second quarter of 2010 for the early termination of a coal supply agreement.

Depreciation, depletion and amortization—Depreciation, depletion and amortization expense remained relatively consistent compared to the same period in 2009.

Selling, general and administrative expenses—Selling, general and administrative expenses for the three months ended June 30, 2010 decreased primarily due to decreased legal and professional fees and taxes and licenses costs. Partially offsetting these decreases was an increase in labor and benefit costs as compared to the three months ended June 30, 2009.

Gain on sale of assets—Gain on sale of assets decreased for the three months ended June 30, 2010 due to a $2.9 million gain related to the sale of a loadout facility during the three months ended June 30, 2009 with no comparable sale during the three months ended June 30, 2010.

Adjusted EBITDA by reportable segment

Adjusted EBITDA represents earnings before deducting interest, income taxes, depreciation, depletion, amortization, loss on extinguishment of debt and noncontrolling interest. Adjusted EBITDA is presented because it is an important supplemental measure of our performance used by our chief operating decision maker in such areas as capital investment and allocation of resources. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA is reconciled to its most comparable GAAP measure on page 31 of this Quarterly Report on Form 10-Q and in Note 14 to our condensed consolidated financial statements for the three months ended June 30, 2010.

The following table depicts Adjusted EBITDA by reportable segment for the three months ended June 30, 2010 and 2009:

	Three months ended June 30,						Increase (Decrease)
	2010			2009			$			%
	(in thousands, except percentages)
Central Appalachian	$	37,287		$	47,166		$	(9,879	)	(21	)%
Northern Appalachian		7,108			5,301			1,807		34	%
Illinois Basin		5,253			3,762			1,491		40	%
Ancillary		(4,842	)		(3,989	)		(853	)	(21	)%
Total Adjusted EBITDA	$	44,806		$	52,240		$	(7,434	)	(14	)%

Central Appalachian. Adjusted EBITDA for the three months ended June 30, 2010 decreased compared to the three months ended June 30, 2009, primarily due to a decrease of approximately 161,000 tons sold, offset by an increase in sales realization of $2.23 per ton and a $0.97 increase in cost per ton, resulting in a $1.26 per ton increase in profit margins.

Northern Appalachian. The increase in Adjusted EBITDA was due to an increase in sales realization of $15.20 per ton offset by a $4.46 increase in cost per ton, resulting in increased profit margins of $10.74 per ton. Adjusted EBITDA also increased due to an increase of approximately 102,000 tons sold. Offsetting the increase in Adjusted EBITDA was a $10.0 million payment made in the second quarter of 2010 for the early termination of a coal supply agreement.

Illinois Basin. Adjusted EBITDA increased during the three months ended June 30, 2010 resulting from an increase in sales realization of $4.85 per ton and a $2.86 increase in cost per ton, resulting in a net increase in profit margins of $1.99 per ton, as well as an increase of approximately 40,000 tons sold.

Ancillary. The decrease in Adjusted EBITDA was primarily due to a decrease in profit margins of $7.96 per ton and a decrease of approximately 46,000 tons sold related to the expiration of brokered coal contracts, as well as to decreased shipments on various remaining contracts. Offsetting these decreases from our Ancillary segment was an increase related to the sale of a highwall mining machine during the three months ended June 30, 2010.

Reconciliation of Adjusted EBITDA to net income (loss) by reportable segment

The following tables reconcile Adjusted EBITDA to net income (loss) by reportable segment for the three months ended June 30, 2010 and 2009:

	Three months ended June 30,				Increase (Decrease)
	2010		2009		$			%
	(in thousands, except percentages)
Central Appalachian
Net income attributable to International Coal Group, Inc.	$	15,478	$	23,257	$	(7,779	)	(33	)%
Depreciation, depletion and amortization		17,873		17,250		623		4	%
Interest expense, net		1,120		1,189		(69	)	(6	)%
Income tax expense		2,816		5,470		(2,654	)	(49	)%
Adjusted EBITDA	$	37,287	$	47,166	$	(9,879	)	(21	)%

	Three months ended June 30,					Increase (Decrease)
	2010		2009			$		%
	(in thousands, except percentages)
Northern Appalachian
Net income attributable to International Coal Group, Inc.	$	1,108	$	106		$	1,002	945	%
Depreciation, depletion and amortization		5,437		5,246			191	4	%
Interest expense, net		201		9			192	*	%
Income tax (benefit) expense		362		(56	)		418	*	%
Noncontrolling interest		—		(4	)		4	100	%
Adjusted EBITDA	$	7,108	$	5,301		$	1,807	34	%

	Three months ended June 30,				Increase (Decrease)
	2010		2009		$			%
	(in thousands, except percentages)
Illinois Basin
Net income attributable to International Coal Group, Inc.	$	3,183	$	1,422	$	1,761		124	%
Depreciation, depletion and amortization		1,520		1,953		(433	)	(22	)%
Interest expense, net		131		75		56		75	%
Income tax expense		419		312		107		34	%
Adjusted EBITDA	$	5,253	$	3,762	$	1,491		40	%