Thank you for your patience and welcome to the Fourth Quarter 2012 Alliance Resources Partners, L.P. and Alliance Holdings GP teleconference. My name is Candice and I’ll be your coordinator for today. At this time all participants are in a listen-only mode. We will conduct a question-and-answer session after management’s remarks. (Operator Instructions). I will now turn the presentation over to your host, Senior Vice President and Chief Financial Officer, Mr. Brian Cantrell. You may proceed, sir.

Thank you Candice, and welcome everyone. Earlier this morning, we released 2012 fourth quarter earnings for both Alliance Resource Partners, or ARLP, and Alliance Holdings GP, or AHGP, and we'll now discuss those results, as well as our outlook for 2013. Following our prepared remarks, we'll open the call to your questions. Before beginning, let’s start with a few customary reminders. First, since AHGP's only assets are its ownership interest in ARLP, our comments today will be directed to ARLP's results and outlook, unless otherwise noted. In addition, please be aware that some of our remarks may include forward-looking statements that are subject to a variety of risks, uncertainties and assumptions, which are contained in our filings from time to time with the Securities and Exchange Commission, and are also reflected in today's press releases from the partnerships. While these forward-looking statements are based on information currently available to the partnerships and those of their general partners and management, if one or more of these risks or uncertainties materialize, or if our underlying assumptions prove incorrect, actual results of the partnership may vary materially from those we projected or expected. In providing these remarks, neither ARLP nor AHGP, has any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Finally, we will also be discussing certain non-GAAP financial measures. Definitions and reconciliations of the differences between these non-GAAP financial measures and the most directly comparable GAAP financial measure are contained at the end of the ARLP Press Release, which has been posted on ARLP's website and furnished to the SEC on Form 8-K. That completes required preliminaries and I'll now turn the call over to Joe Craft, our President and Chief Executive Officer. Joe?

Thank Brian and good morning everyone. This morning, ARLP reported new operating and financial milestones marking the 12th consecutive years of record results. Finishing the year strong, ARLP posted new quarterly records of coal sales, production volumes and revenues. When you add in lower cost we recorded EBITDA of 28.9% higher in the 2011 quarter, leading to a new quarterly EBITDA record of $166.5 million. With our performance in 2012, ARLP continued it’s string in delivering record results each year since becoming of public company in 1999. Posting record results is a major achievement in any year, due so with the challenges that faced their industry in 2012 was truly remarkable and is a testament to the hard work and dedication of everyone at Alliance. I would like to take a moment to review a few of the highlights from 2012. Our operating teams delivered the highest production output in ARLP's history, successfully integrated the Onton mine, entire Illinois basin acid portfolio, completed our new mine development in Northern Appalachia with commencement of the longwall production at Tunnel Ridge and posted a lost time accident rate below the industry standard and one of the lowest in the rates in ARLP's history. During arguably, one of the most challenging coal markets in recent memory, our marketing team sold more tons in 2012 at higher average prices than at any time in our history. Through their efforts, ARLP further strengthened its long term coal sales position by securing new commitments with a delivery of approximately $31.7 million tons through 2018. This brings the ARLP into this year with substantially all of our estimated 2013 production, contractually committed and priced and a solid contract book for 2014 and beyond. While we celebrate our past success, ARLP also remains focused on the future. We…

Thank you, Joe. Looking first at our full year results, as Joe just mentioned, ARLP again posted new records for most annual operating and financial metrics; remarkable results considering the difficult environment facing the coal industry in 2012 and the specific challenges we overcame including lower than anticipated metallurgical export sales and the temporary idling of our Pontiki mine. Operationally the continued strong performance of our River View mine, our acquisition of the Onton mine, and the startup of longwall production at Tunnel Ridge drove 2012 coal production up by 13.2% to 34.8 million tons. Led by our stronger customer relationships and solid sales contract book, ARLP’s coal sales volumes climbed 10.2% to a record 35.2 million tons and average coal sales price increased to a record $56.28 per ton sold. Higher coal sales volumes and pricing combined to push 2012 revenues up 10.3%, as ARLP’s revenue topped $2 billion dollars for the first time. Record coal sales also contributed to a 620,000 tons increase in coal inventories during the 2012 quarter, which fell to approximately 350,000 tons at year end. Record volumes in pricing also contributed to a record $581.1 million of EBITDA on 2012. Net income declined to $335.6 million in 2012, primarily due to increased depreciation, depletion and amortization as a result of our growth projects. ARLP’s record coal sales and production volumes pushed total operating costs higher in 2012 with total segment adjusted EBITDA expense increasing 13% over 2011. As we look at results for the 2012 quarter, ARLP also posted new records for coal sales and production volumes, revenues and EBITDA. Compared to the 2011 quarter, strong performance from our River view, Warrior, Pontiki and Gibson Mines, the addition of the Onton mine and the startup of longwall production at Tunnel Ridge all contributed to…

(Operator Instructions). Our first question will come from the line of David Peltier with Raymond James. You may proceed.

Let’s talk about the met market for a second. Could you talk a little bit about your outlook on U.S. met and what kind of price would it take to get you interested in bringing production back online.

I think, right now we are assuming in our guidance that we are not selling met tons and we are seeing some encouraging signs as we start the year 2013. We have looked at our situation at Mettiki. We still have our long term commitment to Dominion that requires us to ship around 2.3 million tons to them in 2013. So it doesn’t leave much room for met sales. If we were to participate in the met market we would have to rely on purchase goal, and I think to try to look at what their pricing used to be, continue to believe that we would to see prices maybe $20 a ton higher, and then where they are today to interest us in participating in that market.

Okay, fortunately right now you guys are completely sold out for 2013 and were able to book some longer term coal in the quarter. When you look out to 2014 and beyond, how are negotiations going? Are buyers interested or they kind of looking for more clarity, what do you guys think?

Each utility has its own specific circumstances but I think we, I’m very pleased with the results we had in 2012, with the amount of tonnage we were able to book in multi-year contracts. We have booked some additional tons just within the last 30 days. So there are utility participants that are willing to look at buying at a one, two, or three year at time horizon. At the same time you see a lot of utilities that are sitting on the sidelines, waiting to see what the economy is going to do, what natural gas is going to do and potentially where the economy is going to be on environmental regulations. So, right today I’m very pleased given the environment we’re in, with the activity we’re seeing and hopefully by second half of 2013 we’ll see more intense activity among the utility buyers as they look 2014-15. I think their book is shorter to date than it has been in the past. So, we are optimistic that in the second half of the year, prices will firm and the utilities will be back in to fill their needs to have sufficient supply for the demand to run their plans.

Last question for me, given the strong cash flow that you guys are seeing and solid distribution coverage, it looks like you guys paid down a substantial amount of debt in the quarter. With your excess cash going forward, are you looking to continue to pay down debt, maybe some other M&A opportunities. I know you guys kind of got your hands full; or would you potentially return capital to shareholders more quickly.

I think that Brian shared with you what our CapEx expectations are. I think the other issue is we’re constantly looking for other ways to grow our business but we’re comfortable with the distribution rate or the rate of growth that we’ve shown last quarter and this quarter. So, I would expect that growth assuming we can achieve the results that we have laid out for you, and the distribution growth would be consistent with what we’ve seen this quarter and last quarter.

Our next question will come from the line of Mark Levin with BB&T. You may proceed. Mark Levin - BB&T: Couple of pretty quick questions. One is just more theoretical. When you look at your production trajectory and kind of going from just round numbers 35 million to 38 million tons and obviously 3 million more tons of productions, where does that share come from? How do you think, obviously the market is ever supplied at the moment and with 3 million tons more production coming into a market that right now at least there isn't a whole lot of demand and when you get it from 35 million to 38 million and then presumably higher over the next several years, how do we think about that in terms of the share gain that you're getting, who is on the other end of that?

The primary growth year over year comes from Tunnel Ridge. Secondly we're expect the full year of production from Onton, so if you recall when we made that acquisition, it closed round April 1st. So we only had nine months of production. So we'll have the ability to annualize that for 2013. And then we had our idling of Pontiki that affected about three months of production in East Kentucky. So, those three operations provide the incremental growth in 2013 versus 2012. Mark Levin - BB&T: But Joe, when you think about it more conceptually, is that replacing Cap tons as it replacing higher cost Northern App tons. I mean obviously, you guys are cost advantage but when you think about it just from a market share perspective, you're bringing on 3 million more tons which mean there's 3 million less tons for someone else to serve. How do you think about it in that context?

In that context, we're looking for probably 15 million to 20 million tons of switching, if you will from Cap, to either Northern App or Illinois basin. We're looking for maybe another 9million to 10 million tons from weather and gas. So, we do see growth in demand of about 25 million tons year over year. Now, there are higher inventories so that may or may not be reflected in increased purchases but given the fact that our marketing team was successful in placing our tons, we do see a growing demand in 2013 and we believe that will continue into 14. Mark Levin - BB&T: Got it, and that’s where those tons would go. And then just on the cost issue, obviously you guys are going to benefit from some fixed cost leverages, production goes up over the next couple of years but just more specifically are you seeing any deflationary cost signs, meaning because the market has been so saturated and prices have been under pressure I guess, for now in the second year sort of unprecedented steam market, bare market as it were. Are you starting to see anything from a cost perspective, deflationary whether on labor or any other area that we should be thinking about?

I would say that our cost improvement was not driven by deflationary aspects. It was driven by productivity and it was also driven by the mix. So when you look at our fourth quarter, we had very strong sales from inventory as well as our production in the fourth quarter, and when you look at the mines where we had higher inventory, they just happened to be from some of our lowest cost mines. So when you look at fourth quarter cost in particular, they benefitted from the sales of coal from our lower cost mines that are probably a higher mix than what you would had normally see on a quarter-to-quarter basis. But as you look at it over the entire year the cost control has been the focus on productivity and we are very focused on cost control. So I think we have been able to keep our cost in check but I can't say that we are seeing major reductions from suppliers that are adding to that cost reduction. Mark Levin - BB&T: Okay then one last question. Again just kind of given the unprecedented nature of what’s sort of going on in the USD market right now; are you continuing to see production get shut in in the Illinois basin, some of the higher cost producers? If not, do you expect that accelerate as the months go and then also in Northern App, the same question?

Not significant tonnage, but yes we do anticipate that there will be some mines that will reduce or basically shut in productions. So you will see year-over-year, certain coal mines that will beat less in 2013 versus 2012, both in Northern App and Illinois basin, but it’s not significant, as compared to say Central App, where you are really seeing the draw down.

(Operator Instructions) Our next question will come from the line of Paul Forward with Stifel Nicolaus. You may proceed.

I wanted to ask about the inventory. You had big sales at inventory and you mentioned that were from low cost mines, that at a 350,000 ton or so level of inventories, just wondering if you could talk about, is that a level that is low enough that we could anticipate some restocking overtime. Just, is that kind of a bare bones inventory level that you are going to typically keep something around that level or just directionally where does it go from here, you think?

I think that that is probably the low end of what we normally would maintain but we did have several of that operations actually zero out their piles by the end of the year. So, on a normal month to month basis you can probably expect inventories to be a little bit higher. But, if you look at our trends year-over-year, we usually finish pretty strong by reducing our inventory in the December time frame. We typically have shown strong results in December. So, we believe last year’s inventory was actually less than …

Yes, it was a little bit lower but this is in line with where we typically end each year, Paul.

But you could expect that to grow at a more normal working capital level during the year.

Okay. And then looking at White Oak, just wanted to ask about the customer commitment levels. Where do we stand as far as your anticipated production from White Oak and in the first full year in 2015, how much of that is committed to customers and if you could talk a little bit about the development timetable, is there any sort of flexibility in that development timetable, based on your ability to secure customer commitments? And then maybe as a follow up to that, is the export market at all a consideration when looking at White Oak and your marketing of that coal?

I would remind you that White Oak is managed by its own independent management team. So, some of the marketing questions I’m not privy to. So I can’t answer your questions specifically. But as we look at the development, we do anticipate that we will see tons being mined in 2013 and end of 2014. The longwall will start in 2014 sometime, midyear, plus or minus depending on development and sometimes how that works. So, we would expect that by 2015, the longwall should be running at a more normal run rate. And I do know that the marketing plans do include sales under the export markets. So, when you look at the forward curve for 2014-2015, I think that you could expect that a significant amount of their tonnage will go to the export market and that they’ll probably be looking to sell coal into the domestic market that we also believe will be growing during that time period as more Cap tons go off market or go out of the market and the natural gas prices trend over the $4 mark.

Okay great and last question I've got is on Tunnel Ridge. I think just looking at some of the MSHA stats, last quarter Tunnel Ridge, did a little over 800,000 tons of coal production and I just wanted to ask about the, as you see the commitments to customers that you got in 2013 and your plans to operate the Longwall, is that a, I guess I look at Tunnel Ridge, it's been about a $6 million ton per year capacity mine if you are operating at something close to a 100% capacity. Can we anticipate that as you continue to ramp production at the Longwall over the next couple of quarters, can we anticipate that Tunnel Ridge during 2013 is going to hit somewhere in a range of a 1.5 million ton per quarter rate or 6 million ton per year. When would you anticipate that Tunnel Ridge would be at what you would consider to be full capacity?

In the fourth quarter, we were impacted by our first Longwall move at Tunnel Ridge which were at December and the first week of January. So that did impact the numbers in December. We are targeting $5.8 million tons at Tunnel Ridge in our plan for 2013. We have two long moves in 2013 that factored into that number. We candidly have started off slow in our new panel. So we are moving little off that pace just starting the year. However we are still focused on trying to achieve a 5.8 million ton level. If we achieve that we would be at tonnage numbers at the high end of the range that we gave you. So we have sort of modified our guidance in anticipation of maybe a little slippage but that doesn't mean that we've given up on trying to hit that 5.8 million number.

Okay, well maybe just to follow up on that, can you describe a little about, is that a geology issue, are there roof conditions or any?

The first part of this panel, the recovery is lower than what we anticipated and what we experienced. So we just had coal seam just not as good as we anticipated early on. We do anticipate it's going to be a better and we are already seeing signs of that but it’s just a slow start, is the best way I can say it. And I think as far as your run rate, that’s what we’re targeting on annual basis.

(Operator Instructions) Our next question will come from the line of Chris Haberlin with Davenport. You may proceed.

Can you give us an update on Gibson South, just where your contracting or how your contracting is going there and just how everything is going?

All right, Gibson South production, the development is going on schedule. So we are looking at a fourth quarter 2014, ramping up in the 2015 timeframe. Our market demand for our Gibson product is very strong. We anticipate that the first ton to come out Gibson South would likely will be going to the export market, given the future price curve for export tons. So we have not committed tons initially in anticipation of strengthening export prices in the 2015 timeframe.

And then from a cost perspective should Gibson South be relatively in line with where your Illinois Basin costs are today?

Yes.

Again speak to the industry but I can speak to our own experience and we had a very strong shipping quarter, the last quarter of 2012. And our shipping book for the first quarter of 2013 is continuing as we expected. . :

Thank you, sir. I will now turn the call back to management for any closing remarks. Sir?

I appreciate it Candice, and again thanks to all for joining us today. We appreciate your continued support and interest in both ARLP and AHGP, and we look forward to visiting with you on our next call in April. Thank you.

We thank you for your participation. You may now disconnect. Have a great day.