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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-Q/A þ
    
    AMENDMENT NO. 1 TO QUARTERLY REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2004 or o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to Commission file number 1-31926 INTERNATIONAL STEEL GROUP INC. (Exact Name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of Incorporation or Organization)
    
    71-0871875(I.R.S. Employer Identification Number)
 4020 Kinross Lakes Parkway, Richfield, Ohio(Address of Registrants Principal Executive Offices)
    
    44286-9000(Zip Code)
 (330) 659-9100(Registrants telephone number including area code) 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 requirement for the past 90 days. Yes þ No  ̈ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No þ Number of shares of Common Stock, par value $0.01 per share, outstanding as of March 31, 2004: 97,828,989




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Amendment No. 1 to the Quarterly Report
For the Three Months Ended March 31, 2004 EXPLANATORY NOTE International Steel Group, Inc. (ISG) is filing this Amendment No. 1 to its Form 10-Q for the
quarter ended March 31, 2004 (this Amendment) to amend its disclosure in Part 1, Item 4 of its
quarterly report on Form 10-Q filed on May 13, 2004 (the Quarterly Report). The purpose of this
Amendment is to provide expanded disclosure of managements conclusions regarding ISGs disclosure
controls and procedures and changes that had been made in ISGs internal controls over financial
reporting due, in part, to the evolving requirements of compliance with Item 307 and 308(c) of
Regulation S-K. ISGs consolidated statements of operations, consolidated balance sheets or
consolidated statements of cash flows in the Quarterly Report have not been changed. The complete
text of the item amended is included in the Amendment pursuant to Rule 12b-15 promulgated under the
Securities Exchange Act of 1934. As a result, this Amendment amends and restates in its entirety
only Part 1, Item 4 of the Quarterly Report. It does not affect any other Items in the Quarterly
Report, and those unaffected Items are not included in this Amendment. This Amendment continues to speak as of the date of the original Quarterly Report and ISG has not
updated the disclosure contained herein to reflect events that have occurred since the filing of
the original Quarterly Report. Accordingly, this Form 10-Q/A should be read in conjunction with
ISGs other filings made with the Securities and Exchange Commission subsequent to the filing of
the original Quarterly Report, including any amendments to those filings.




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PART I 
 ITEM 4. CONTROLS AND PROCEDURES
 Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the
period covered by this report (Evaluation Date). Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the Evaluation Date that our disclosure
controls and procedures were effective such that the information relating to ISG and its
consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (SEC)
reports (i) is recorded, processed, summarized and reported within the time periods specified in
SEC rules and forms, and (ii) is accumulated and communicated to ISG management, including our
principal executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure. While our principal executive officer and principal financial officer concluded that our
disclosure controls and procedures were effective as of the Evaluation Date, the rapid growth we
have experienced since we were established in February 2002 has placed a significant strain on our
internal controls over financial reporting. In March 2004, as required by procedures established by
the SEC, management communicated to our Audit Committee of the Board of Directors and represented
to KPMG, our independent auditors, that significant deficiencies in documentation, consistency,
review and information systems, among other issues, when taken in the aggregate, amount to material
weaknesses in our internal control over financial reporting, which are the policies and
procedures in place that allow our management and employees, in the normal course of performing
their assigned functions, to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Specifically, the significant deficiencies in our
internal control over financial reporting included the following items:  
    Documentation. Our financial reporting policies and procedures
were not adequately documented, and we were still in the process of
developing a documented closing process, including the assignment
of specific responsibilities to individuals and establishment of
deadlines, and a standard monthly financial closing process and
calendar. In addition, records of certain journal entries along
with appropriate supporting documentation have not been
consistently maintained at all of our locations.  
    Consistency. Our policies and procedures in our financial
reporting were not applied consistently during 2003, and some of
our period-end procedures relating to certain accruals, such as
workers compensation and health insurance, were not consistent
across all of our facilities. We also needed to improve procedures
to provide reasonable assurance that the methods to determine
actual costs and to account for raw material inventories were
applied consistently at our various facilities.  
    Review. We needed to improve procedures to review certain journal
entries and certain account balances of our operating facilities
and the reasonableness of our environmental, litigation, insurance
and accounts receivable reserves. We also needed to improve the
communication between our corporate headquarters and plant
accounting departments, and between and within certain departments
at our corporate headquarters.  
    Information Systems. Our consolidation procedures have generally
involved manual, non-automated processes, and our accounting
information systems are in need of improvement. Consequently, as discussed below, our disclosure controls and procedures have included
extraordinary steps and measures to provide reasonable assurance that, notwithstanding these
significant deficiencies, the information required to be disclosed in our Exchange Act filings was
recorded, processed, summarized and reported within the time period specified in SEC rules and
forms, and was accumulated and communicated to our management, including our chief executive
officer and our chief financial officer, as appropriate to allow timely decisions regarding
required disclosure. In preparing our Exchange Act filings, because of these material weaknesses in our internal
control over financial reporting, we implemented extraordinary processes and procedures to provide
reasonable assurance that the significant deficiencies and material weaknesses in our internal
control over financial reporting that management communicated to our Audit Committee and
represented to KPMG in March 2004 were mitigated with respect to the information relating to ISG
that was required to be disclosed in our Exchange Act filings. We have expended 3




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substantial financial resources, and our senior management has devoted significant time and
attention, in support of our efforts to eliminate the deficiencies in our internal controls and to
mitigate the effects of those weaknesses on our disclosure controls. We have hired additional
experienced accounting personnel and placed employees with significant accounting expertise in new
supervisory assignments. Our management and employees have spent a substantial amount of
additional time, well over and above what would normally be required within the scope of their job
responsibilities, reviewing account balances, entries, account reconciliations and the required
disclosures that were included in our Exchange Act filings. All of these efforts, in the
aggregate, were designed to address the potential misstatements that could arise as a result of the
significant deficiencies in documentation, consistency, review and information systems. Some of the specific steps that we took to mitigate the aggregate effect of the significant
deficiencies in documentation, consistency, review and information systems on our disclosure
controls included the following:  
    Additional review for consistent application of policies and
procedures. In preparing our external financial statements, our
disclosure controls have included additional review by the more
experienced members of our financial reporting team to provide
reasonable assurance that our accounting policies and procedures,
including our policies and procedures relating to cost accounting,
are consistently applied. We have also been developing an
accounting policies and procedures manual.  
    Additional review of account balances. Our management and
employees performed additional reviews of account balances for
reasonableness and for any potential misstatements arising from,
among other things, lack of documentation, inconsistent
application of our accounting policies and procedures and
insufficient review, in each case that could potentially affect
our Exchange Act filings in any material respect.  
    Additional review for potential misstatements arising from use of
non-automated processes. Our management and employees also
undertook additional review and verification steps in the
preparation of our Exchange Act filings to detect any potential
misstatements that may have resulted from use of manual,
non-automated processes and our current information systems.  
    Additional communication among ISG personnel. We have implemented
a system with periodic meetings of department heads. In addition,
in the preparation of our Exchange Act filings, our management
took additional steps to provide reasonable assurance that our
plant and corporate accounting staffs had adequately communicated
with each other and other departments within our corporate
headquarters through frequent correspondence and scheduled
meetings.  
    Additional review of accounts payable entries and accruals. In
the preparation of our Exchange Act filings, our management and
employees spent additional time providing reasonable assurance
that goods and services received by ISG and its subsidiaries,
particularly raw materials, had been recorded in the proper
accounting period, and that period-end consolidated balances, such
as accruals for workers compensation and health insurance and
allowances for bad debts and other customer allowances, were
reasonable.  
    Additional review of reserves. In the preparation of our
Exchange Act filings, our management and employees spent
additional time reviewing the consolidated reserves, particularly
the environmental, litigation, insurance and accounts receivable
reserves, included in our Exchange Act filings for reasonableness
and the consistent application of our accounting policies. We
increased the frequency of our meetings with outside service
providers providing legal and risk management functions and
increased our oversight of these providers. We also hired
additional personnel, including an acting General Counsel from an
outside law firm knowledgeable about ISG, and shifted more of the
risk management work to our employees.  
    Development of a closing process and calendar. Our management is
in the process of developing a closing calendar and checklists
including assignments of responsibility. We believe that these extraordinary processes and procedures, which are encompassed in our
current disclosure controls, mitigated in the aggregate the potential effect of the identified
significant deficiencies in internal control over financial reporting in the areas of review,
communication, documentation, consistency and information systems on the disclosure that was
ultimately included in our Exchange Act filings. As a result of these rigorous disclosure
controls, we believe, and our chief executive officer and chief financial officer have certified to
their knowledge that, this quarterly report does not contain any untrue statements of material fact
or omit to state any 4




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material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered in this report. With respect to our internal control over financial reporting, these significant deficiencies
are continuing to be discussed among management, our Audit Committee and KPMG. We have begun to
implement changes to improve our internal controls over financial reporting. These changes include,
among other matters, appointing a new Vice President, Controller and Chief Accounting Officer and
having our plant controllers report directly to that officer; reviewing the adequacy of our
information technology system with an intent to either enhance or replace the system; and improving
instructions to our accounting staff and the documentation of accounting policies and procedures in
order to improve consistency of accounting matters. Management intends to continue to review,
revise and improve our internal controls over financial reporting until the material weaknesses in
internal control over financial reporting are eliminated. Except as noted above, there were no other changes in our internal controls over financial
reporting that occurred during the first quarter 2004 that have materially affected or are
reasonably likely to materially affect our internal controls over financial reporting. 5




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PART II ITEM 6. EXHIBITS ExhibitNumber
    
    Description of Document31.1
    
    Certification by the Chief Executive Officer pursuant to Rules
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    Certification by the Chief Financial Officer pursuant to Rules
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
 6




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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this amended report to be signed on its behalf by the undersigned, thereunto duly
authorized. INTERNATIONAL STEEL GROUP INC.Date: March 10, 2005
    
    /s/ Leonard M. AnthonyBy:
    Leonard M. AnthonyTitle:
    Senior Vice President and
Chief Financial Officer 7




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Exhibit Index ExhibitNumber
    
    Description of Document31.1
    
    Certification by the Chief Executive Officer pursuant to Rules
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    Certification by the Chief Financial Officer pursuant to Rules
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
 8