10-K 1 anr-12312012x10k.htm 10-K ANR-12.31.2012-10K
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 Form 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2012
 
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 No. 001-32331
 
 
ALPHA NATURAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
42-1638663
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
 
 
One Alpha Place, P.O. Box 16429, Bristol, Virginia
 
24209
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
(276) 619-4410 
Securities registered pursuant to Section 12(b) of the Act: 
 
Title of Each Class
 
Name of Each Exchange on Which Registered
 
 
Common stock, $0.01 par value
 
New York Stock Exchange
 

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x  No  o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o  No  x
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  o
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  x  No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer   x
 
Accelerated filer  o
 
 
 
Non-accelerated filer  o
 
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).   Yes  o  No  x
The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 30, 2012, was approximately $1.3 billion based on the closing price of the Company’s common stock as reported that date on the New York Stock Exchange of $8.71 per share. In determining this figure, the registrant has assumed that all of its directors and executive officers are affiliates. Such assumptions should not be deemed to be conclusive for any other purpose. 
Common Stock, $0.01 par value, outstanding as of February 22, 2013 — 220,720,180 shares.
 
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the registrant’s definitive proxy statement for the 2013 annual meeting of stockholders (the “Proxy Statement”), which will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2012.
 




2012 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
 
This report includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to our future prospects, developments and business strategies. We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “should” 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 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:
 
our liquidity, results of operations and financial condition; 
decline in coal prices;
worldwide market demand for coal, electricity and steel;
utilities switching to alternative energy sources such as natural gas, renewables and coal from basins where we do not operate;
our production capabilities and costs;
availability of mining and processing equipment and parts;
changes in environmental laws and regulations, including those directly affecting our coal mining and production, and those affecting our customers' coal usage, including potential carbon or greenhouse gas related legislation;
changes in safety and health laws and regulations and the ability to comply with such changes;
competition in coal markets;
regulatory and court decisions;
our ability to obtain, maintain or renew any necessary permits or rights, and our ability to mine properties due to defects in title on leasehold interests;
global economic, capital market or political conditions, including a prolonged economic recession in the markets in which we operate;
potential instability and volatility in worldwide financial markets;
the outcome of pending or potential litigation or governmental investigations, including with respect to the Upper Big Branch explosion;
our relationships with, and other conditions affecting, our customers, including the inability to collect payments from our customers if their creditworthiness declines;
changes in and renewal or acquisition of new long-term coal supply arrangements;
reductions or increases in customer coal inventories and the timing of those changes;
inherent risks of coal mining beyond our control;
weather conditions or catastrophic weather-related damage;
the geological characteristics of the Powder River Basin, Central and Northern Appalachian coal reserves;
the inability of our third-party coal suppliers to make timely deliveries and the refusal by our customers to receive coal under agreed contract terms;
disruptions in delivery or changes in pricing from third party vendors of goods and services that are necessary for our operations, such as diesel fuel, steel products, explosives and tires;
inflationary pressures on supplies and labor;
changes in postretirement benefit obligations, pension obligations and federal and state black lung obligations;
increased costs and obligations potentially arising from the Patient Protection and Affordable Care Act;
reclamation and mine closure obligations;
our assumptions concerning economically recoverable coal reserve estimates;
significant or rapid increases in commodity prices;
railroad, barge, truck and other transportation availability, performance and costs;
disruption in coal supplies;
availability of skilled employees and other employee workforce factors, such as labor relations;
our ability to negotiate new UMWA (as defined below) wage agreements on terms acceptable to us, increased unionization of our workforce in the future, and any strikes by our workforce;
future legislation and changes in regulations, governmental policies or taxes or changes in interpretation thereof;

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our ability to integrate successfully operations that we have acquired or developed with our existing operations, as well as those operations that we may acquire or develop in the future, or the risk that any such integration could be more difficult, time-consuming or costly than expected;
our plans and objectives for future operations and expansion or consolidation;
the consummation of financing transactions, acquisitions or dispositions and the related effects on our business;
indemnification of certain obligations not being met;
fair value of derivative instruments not accounted for as hedges that are being marked to market;
our substantial indebtedness and potential future indebtedness;
restrictive covenants in our secured credit facility and the indentures governing our outstanding debt securities;
certain terms of our outstanding debt securities, including any conversions of our convertible senior debt securities, that may adversely impact our liquidity;
our ability to obtain or renew surety bonds on acceptable terms or maintain self bonding status; and
other factors, including those discussed in Item 1A “Risk Factors” and in Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K for the year ended December 31, 2012.


When considering these forward-looking statements, you should keep in mind the cautionary statements in this report and the documents incorporated by reference. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events, which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this report.

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PART I
 
Item 1.   Business
 
Overview
 
We are one of America’s premier coal suppliers, ranked third largest among publicly-traded U.S. coal producers as measured by 2012 consolidated revenues of $7.0 billion. We are the nation’s leading supplier and exporter of metallurgical coal for use in the steel-making process and a major supplier of thermal coal to electric utilities and manufacturing industries across the country as well as a growing exporter of thermal coal. As of December 31, 2012, we operated 107 mines and 26 coal preparation plants in Northern and Central Appalachia and the Powder River Basin, with approximately 12,400 employees.
 
We have two reportable segments: Eastern Coal Operations and Western Coal Operations. Eastern Coal Operations consists of the mines in Northern and Central Appalachia, our coal brokerage activities and our road construction business. Western Coal Operations consists of two Powder River Basin mines in Wyoming. Our All Other category includes an idled underground mine in Illinois; expenses associated with certain closed mines; Dry Systems Technologies; revenues and royalties from the sale of coalbed methane and natural gas extraction; equipment sales and repair operations; terminal services; the leasing of mineral rights; general corporate overhead and corporate assets and liabilities.
 
Steam coal, which is primarily purchased by large utilities and industrial customers as fuel for electricity generation, accounted for approximately 81% of our 2012 coal sales volume. Metallurgical coal, which is used primarily to make coke, a key component in the steel making process, accounted for approximately 19% of our 2012 coal sales volume. Metallurgical coal generally sells at a premium over steam coal because of its higher quality and its value in the steelmaking process as the raw material for coke. We believe that the volume of the coal we sell will grow when and if demand for power and steel increases.
 
During 2012, we sold a total of 108.8 million tons of steam and metallurgical coal and generated coal revenues of $6.0 billion. EBITDA from continuing operations was ($1.8) billion, and we incurred a loss from operations of $2.4 billion. We define and reconcile EBITDA from continuing operations in Item 6-“Selected Financial Data.” Our coal sales during 2012 consisted of 108.8 million tons of coal, of which 105.8 million was produced and processed by us, exclusive of coal purchased from third party brokerages. We also purchased 3.0 million tons from third parties, of which 1.0 million tons we fully processed at our processing plants prior to resale, 1.7 million tons we blended with our coal prior to resale, and 0.3 million tons in raw product we shipped direct to our customers without any further processing or blending on our behalf. Approximately 42% of our total revenues in 2012 was derived from sales made to customers outside the United States, primarily in Canada, India, the Netherlands, South Korea and Turkey.
 
As of December 31, 2012, we owned or leased approximately 4.6 billion tons of proven and probable coal reserves, of which approximately 1.5 billion tons are classified as metallurgical coal reserves. Of our total proven and probable reserves, approximately 78% are low sulfur reserves, with approximately 63% having sulfur content below 1%. Approximately 69% of our total proven and probable reserves have a high Btu content which creates more energy per unit when burned compared to coals with lower Btu content. We believe that our total proven and probable reserves will support current production levels for more than 20 years.
 
During the twelve months ended December 31, 2012, we announced the planned idling of certain mining operations and preparation plants in our eastern operations and other planned production curtailments as well as an organizational streamlining. The mines impacted are located in Virginia, West Virginia, Pennsylvania, Kentucky and Wyoming. The combination of mine idlings, production curtailments and mining out of certain reserves will take place through early 2013, and is expected to reduce 2013 production and shipments by approximately 17 million to 28 million tons compared to 2012 levels. The majority of the reduction will come from higher-cost thermal coal operations in the east and the Power River Basin. These reductions will allow us to focus on higher margin products. We will continue to evaluate market conditions and will make further adjustments if market conditions warrant. Our reorganization efforts will serve to reduce overhead while enhancing operational effectiveness as we align our structure to our smaller production footprint. As part of our reorganization we established an operational performance group to support the deployment of best practices across the organization in areas such as operations improvement and preventive maintenance. Satellite offices in Richmond, Virginia, Denver, Colorado, Latrobe, Pennsylvania, and Linthicum Heights, Maryland have been closed and overhead support functions are being consolidated from other locations as well. We expect to achieve overhead savings from the streamlining of field and corporate support functions, which are expected to be reflected in lower cost of coal sales and selling, general and administrative expenses.


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During the twelve months ended December 31, 2012, we tested certain of our long-lived assets and goodwill for impairment. We recorded charges for asset impairment of $1,000.5 million and goodwill impairment of $1,713.5 million. Additionally, we recorded severance-related expenses of $33.9 million and $13.6 million for professional fees. Additionally, we recorded other restructuring expenses of $20.9 million related to reserves for advanced royalties and deposits which may not be recoverable and liabilities related to certain property leases that were terminated. See Note 8 and Note 9 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K related to asset impairment and restructuring expenses and goodwill impairment, respectively.
 
History
 
Old Alpha (as defined below) was formed under the laws of the State of Delaware on November 29, 2004.  On February 15, 2005, an initial public offering of Old Alpha’s common stock occurred and since then, we have grown substantially through a series of acquisitions. The following are significant developments:
 
During 2008:
 
Our subsidiary, Alpha Terminal Company, LLC, increased its equity ownership position in Dominion Terminal Associates (“DTA”) from approximately 33% to approximately 41%, effectively increasing our coal export and terminal capacity at DTA from approximately 6.5 million tons to approximately 8.0 million tons annually.  DTA is a 20 million-ton annual capacity coal export terminal located in Newport News, Virginia.
 
Old Alpha sold its interest in Gallatin Materials LLC (“Gallatin”), a start-up lime manufacturing business in Verona, Kentucky, for cash in the amount of $45.0 million.  The proceeds were used in part to repay the Gallatin loan facility outstanding with NedBank Limited in the amount of $18.2 million.  Old Alpha recorded a gain on the sale of $13.6 million in the third quarter of 2008.
 
Old Alpha entered into a definitive merger agreement pursuant to which, and subject to the terms and conditions thereof, Cliffs Natural Resources Inc. (formerly known as Cleveland Cliffs Inc.) (“Cliffs”) would acquire all of Old Alpha’s outstanding shares. On November 3, 2008, Old Alpha commenced litigation against Cliffs by filing an action in the Delaware Court of Chancery to obtain an order requiring Cliffs to hold its scheduled shareholder meeting. During the fourth quarter of 2008, Old Alpha and Cliffs mutually terminated the merger agreement and settled the litigation.  The terms of the settlement agreement included a $70.0 million payment from Cliffs to Old Alpha which, net of transaction costs, resulted in a gain of $56.3 million.
 
Old Alpha announced the permanent closure of the Whitetail Kittanning Mine, an adjacent coal preparation plant and other ancillary facilities (“Kingwood”).  The mine stopped producing coal in early January 2009 and we ceased equipment recovery operations by the end of April 2009.  The decision resulted from adverse geologic conditions and regulatory requirements that rendered the coal seam unmineable at this location.  Old Alpha recorded a charge of $30.2 million in the fourth quarter of 2008, which includes asset impairment charges of $21.2 million, write off of advance mining royalties of $3.8 million, which will not be recoverable, severance and other employee benefit costs of $3.6 million and increased reclamation obligations of $1.9 million.
 
On July 31, 2009, Alpha Natural Resources, Inc. (“Old Alpha”) and Foundation Coal Holdings, Inc. (“Foundation”) merged (the “Foundation Merger”) with Foundation continuing as the surviving legal corporation of the Foundation Merger which was renamed Alpha Natural Resources, Inc. (“Alpha”). For financial accounting purposes, the Foundation Merger was treated as a “reverse acquisition” and Old Alpha was treated as the accounting acquirer. Accordingly, Old Alpha’s financial statements became the financial statements of Alpha and Alpha’s periodic filings subsequent to the Foundation Merger reflect Old Alpha’s historical financial condition and results of operations shown for comparative purposes. For the year ended December 31, 2009, Foundation’s financial results are included for the five month period following the Foundation Merger from August 1, 2009 through December 31, 2009.

In 2010, we entered into a 50/50 joint venture with Rice Energy, LP through which we are developing a portion of our Marcellus Shale natural gas resource in southwestern Pennsylvania, where we control nearly 20,000 acres of one of the Marcellus’ most productive regions.

On June 1, 2011, we completed our acquisition (the “Massey Acquisition”) of Massey Energy Company (“Massey”) for approximately $6.7 billion, of which approximately $1.0 billion was paid in cash and $5.7 billion was paid in common stock and other equity. Massey, together with its affiliates, was a major U.S. coal producer with approximately 2.4 billion tons of proven and probable reserves operating mines and associated processing and loading facilities in Central Appalachia. Our

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consolidated results of operations for the twelve months ended December 31, 2011 include Massey’s results of operations for the period June 1, 2011 through December 31, 2011. Our consolidated results of operations for the twelve months ended December 31, 2010 do not include amounts related to Massey’s results of operations.

Unless we have indicated otherwise, or the context otherwise requires, references in this report to “Alpha”, the “Company”, “we”, “us” and “our” or similar terms are to Alpha and its consolidated subsidiaries in reference to dates subsequent to the Foundation Merger and to Old Alpha and its consolidated subsidiaries in reference to dates prior to the Foundation Merger. 

Competitive Strengths
 
We believe that the following competitive strengths enhance our prominent position in the United States:
 
We are the third largest publicly traded coal producer in the United States based on 2012 consolidated revenues and have significant coal reserves. Based on 2012 consolidated revenues of $7.0 billion, we are the third largest publicly traded coal producer in the United States. As of December 31, 2012, we controlled approximately 4.6 billion tons of proven and probable coal reserves.

We have a diverse portfolio of coal mining operations and reserves.  As of December 31, 2012, we operated a total of 107 mines and had reserves in the three major U.S. coal producing basins: Northern and Central Appalachia and the Powder River Basin. Our reserves are located in Wyoming, Pennsylvania, West Virginia, Virginia, Illinois and Kentucky. We sell coal to domestic and foreign electric utilities, steel producers and industrial users. We believe we are the only producer with significant operations and major reserve blocks in both the Powder River Basin and Northern Appalachia. We believe that this geographic diversity provides us with a significant competitive advantage, allowing us to source coal from multiple regions to meet the needs of our customers and reduce their transportation costs.
 
We are a recognized industry leader in safety and environmental performance. Our focus on safety and environmental performance results in a lower likelihood of disruption of production at our mines, which leads to higher productivity and improved financial performance. We have implemented our industry-leading safety program Running Right, an employee engagement safety-based management approach. During 2012, we experienced a 20% improvement in our incident rate and a 32% reduction in our serious and substantial Mine Safety and Health Administration (“MSHA”) citations, as compared to 2011. Construction of the Running Right Leadership Academy will provide a world-class training facility that will integrate our Running Right program, with other safety, operations improvement and maintenance initiatives.
 
Our ability to blend coals from our operations allows us to increase our coal revenues and gross margins while meeting our customer requirements. The strategic locations of our mines and preparation plants provide us the ability to blend coals from our operations and increase coal revenues and gross margins while meeting our customer requirements.
 
We have long-standing relationships with many of the largest coal-burning utilities in the United States. We supply coal to numerous power plants operated by a diverse group of electricity generators across the country. We believe we have a reputation for reliability and superior customer service that has enabled us to solidify long-term customer relationships.
 
We are the largest producer of metallurgical coal in the United States and have a broad base of international customers. We are the largest producer of metallurgical coal in the United States and have the ability to serve international customers. We have the capacity to ship in the range of 25 to 30 million tons annually through our access to international shipping points on the east and gulf coasts of the United States, including our 41% ownership interest in DTA. Our capacity and our international customer base are important to our metallurgical coal franchise and will be important as we grow our thermal export franchise.
 
Business Strategy
 
Our objective is to increase shareholder value and focus on free cash flow generation by creating a durable, sustainable steam coal portfolio, support and augment our metallurgical coal franchise and address non-strategic operations. Our key strategies to achieve this objective are described below:
 
Maintaining our commitment to operational excellence. We seek to maintain our operational excellence with an emphasis on investing selectively in new equipment and advanced mining technologies. We will continue to focus on profitability and efficiency by leveraging our significant economies of scale, large fleet of mining equipment, information technology systems and coordinated purchasing and land management functions. In addition, we continue to focus on productivity through our culture of workforce involvement by leveraging our strong base of experienced, well-trained employees.

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Capitalizing on industry dynamics through a balanced approach to selling our coal. Despite the volatility in coal prices over the past several years, we believe the long-term fundamentals of the U.S. and seaborne coal industries are favorable. We plan to continue employing a balanced approach to selling our coal, including the use of long-term sales commitments for a portion of our future production while maintaining uncommitted planned production to capitalize on favorable future pricing environments. For example, as domestic demand for thermal coal from the Central Appalachia basin is tempered by abnormally low natural gas prices and an increasingly stringent regulatory environment, we may shift our strategy as necessary to increase export thermal sales to counter-balance the tempered domestic demand.
 
Selectively expanding our production and reserves. Given our broad scope of operations and expertise in mining in major coal-producing regions in the United States, we believe that we are well-situated to capitalize on the expected long-term growth in international coal consumption and the continued consumption of significant volumes of coal in the U.S.
 
Continuing to provide a mix of coal types and qualities to satisfy our customers’ needs. By having operations and reserves in three major coal producing regions, we are able to source and blend coal from multiple mines to meet the needs of our domestic and international customers. Our broad geographic scope, mix of coal qualities and access to export terminal capacity provide us with the opportunity to work with many leading electricity generators, steel companies and other industrial customers across the country and much of the world.

Continuing to focus on excellence in safety and environmental stewardship. We intend to maintain our recognized leadership in operating some of the safest mines in the United States and in achieving environmental excellence. Our ability to minimize workplace incidents and environmental violations improves our operating efficiency, which directly improves our cost structure and financial performance.
 
Coal Mining Techniques
 
We use five different mining techniques to extract coal from the ground: longwall mining, room-and-pillar mining, truck-and-shovel mining, truck and front-end loader mining and highwall mining.
 
Longwall Mining
 
We utilize longwall mining techniques at certain of our mines in the Northern Appalachia basin which is the most productive underground mining method used in the United States. A rotating drum is trammed mechanically across the face of coal, and a hydraulic system supports the roof of the mine while the drum advances through the coal. Chain conveyors then move the loosened coal to a standard underground mine conveyor system for delivery to the surface. Continuous miners are used to develop access to long rectangular blocks of coal which are then mined with longwall equipment, allowing controlled subsidence behind the advancing machinery. Longwall mining is highly productive and most effective for large blocks of medium to thick coal seams. High capital costs associated with longwall mining demand large, contiguous reserves. Ultimate seam recovery of in-place reserves using longwall mining is much higher than the room-and-pillar mining underground technique. All of the raw coal mined at our longwall mines is washed in preparation plants to remove rock and impurities.
 
Room-and-Pillar Mining
 
Certain of our mines in the Central Appalachia basin utilize room-and-pillar mining methods. In this type of mining, main airways and transportation entries are developed and maintained while remote-controlled continuous miners extract coal from so-called rooms by removing coal from the seam, leaving pillars to support the roof. Shuttle cars, continuous haulage or battery coal haulers are used to transport coal from the continuous miner to the conveyor belt for transport to the surface. This method is more flexible than longwall mining and often used to mine smaller coal blocks or thin seams. Ultimate seam recovery of in-place reserves is typically less than that achieved with longwall mining. All of this production is also washed in preparation plants before it becomes saleable clean coal.
 
Truck-and-Shovel Mining and Truck and Front-End Loader Mining
 
We utilize truck/shovel and truck/front-end loader mining methods at our surface mines throughout our Eastern and Western operations.  These methods are similar and involve using large, electric or hydraulic-powered shovels or diesel-powered front-end loaders to remove earth and rock (overburden) covering a coal seam which is later used to refill the excavated coal pits after the coal is removed. The loading equipment places the coal into haul trucks for transportation to a preparation plant or loadout area. Ultimate seam recovery of in-place reserves on average exceeds 90%. This surface-mined

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coal typically does not need to be cleaned in a preparation plant before sale. Productivity depends on overburden and coal thickness (strip ratio), equipment utilized and geologic factors.
 
Highwall Mining
 
We utilize highwall mining methods at the surface mines in our Eastern Operations. A highwall mining system consists of a remotely controlled continuous miner, which extracts coal and conveys it via augers or belt conveyors to the portal. The cut is typically a rectangular, horizontal opening in the highwall (the unexcavated face of exposed overburden and coal in a surface mine) 11-feet wide and reaching depths of up to 1,000 feet. Multiple parallel openings are driven into the highwall, separated by narrow pillars that extend the full depth of the hole.
 
Coal Characteristics
 
In general, coal of all geological compositions is characterized by end use as either steam coal or metallurgical coal. Heat value, sulfur and ash content, and in the case of metallurgical coal, volatility, are the most important variables in the profitable marketing and transportation of coal. These characteristics determine the best end use of a particular type of coal. We mine, process, market and transport sub-bituminous and bituminous coal, characteristics of which are described below.
 
Heat Value. The heat value of coal is commonly measured in British thermal units, or “Btus.” A Btu is the amount of heat needed to raise the temperature of one pound of water by one degree Fahrenheit. Alpha mines both sub-bituminous and bituminous coal. Bituminous coal is located primarily in Appalachia, Arizona, the Midwest, Colorado, Wyoming and Utah and is the type most commonly used for electric power generation in the United States. Sub-bituminous coal is used for industrial steam purposes, while bituminous coal, depending on its quality, can be used for both metallurgical and industrial steam purposes. Of our estimated 4.6 billion tons of proven and probable reserves, approximately 69% have a heat value above 12,500 Btus per pound, which is considered high btu coal.
 
Sulfur Content. Sulfur content can vary from seam to seam and sometimes within each seam. When coal is burned, it produces sulfur dioxide, the amount of which varies depending on the chemical composition and the concentration of sulfur in the coal. Low sulfur coals have a sulfur content of 1.5% or less. Approximately 78% of our proven and probable reserves are low sulfur coal.
 
High sulfur coal can be burned in plants equipped with sulfur-reduction technology, such as scrubbers, which can reduce sulfur dioxide emissions by 50% to 90%. Plants without scrubbers can burn high sulfur coal by blending it with lower sulfur coal or by purchasing emission allowances on the open market, allowing the user to emit a predetermined amount of sulfur dioxide. Some older coal-fired plants have been retrofitted with scrubbers, although most have shifted to lower sulfur coals as their principal strategy for complying with Phase II of the Clean Air Act’s Acid Rain regulations. We expect that any new coal-fired generation plants built in the United States will use clean coal-burning technology and will include scrubbers.
 
Ash & Moisture Content. Ash is the inorganic residue remaining after the combustion of coal. As with sulfur content, ash content varies from seam to seam. Ash content is an important characteristic of coal because electric generating plants must handle and dispose of ash following combustion. The absence of ash is also important to the process by which metallurgical coal is transformed into coke for use in steel production. Moisture content of coal varies by the type of coal, the region where it is mined and the location of coal within a seam. In general, high moisture content decreases the heat value and increases the weight of the coal, thereby reducing its value and making it more expensive to transport. Moisture content in coal, as sold, can range from approximately 5% to 30% of the coal’s weight.
 
Coking Characteristics. The coking characteristics of metallurgical coal are typically measured by the coal’s fluidity, ARNU and volatility. Fluidity and ARNU tests measure the expansion and contraction of coal when it is heated under laboratory conditions to determine the strength of the coke that could be produced from a given coal. Typically, higher numbers on these tests indicate higher coke strength. Volatility refers to the loss in mass, less moisture, when coal is heated in the absence of air. The volatility of metallurgical coal determines the percentage of feed coal that actually becomes coke, known as coke yield, all other metallurgical characteristics being equal. Coal with a lower volatility produces a higher coke yield and is more highly valued than coal with a higher volatility.
 
Business Environment
 
Coal is an abundant, efficient and affordable natural resource used primarily to provide fuel for the generation of electric power. According to the U.S. Department of Energy’s Energy Information Administration (“EIA”) 2011 International Energy Outlook, world-wide economically recoverable coal reserves using today’s technology are estimated to be approximately 948

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billion tons. Also according to the 2011 EIA International Energy Outlook, the United States is one of the world’s largest producers of coal and has approximately 27% of global coal reserves, representing about 222 years of supply based on current usage rates. According to the U.S. Department of Energy, the energy content of the United States’ demonstrated recoverable coal reserves exceeds the world’s proven oil reserves.
 
Coal Markets. Coal is primarily consumed by utilities to generate electricity. It is also used by steel companies to make steel products and by a variety of industrial users to heat and power foundries, cement plants, paper mills, chemical plants and other manufacturing and processing facilities. In general, coal is characterized by end use as either steam coal or metallurgical coal. Steam coal is used by electricity generators and by industrial facilities to produce steam, electricity or both. Metallurgical coal is refined into coke, which is used in the production of steel. Over the past forty years, total annual coal consumption in the United States (excluding exports) has more than doubled and remains close to one billion tons in 2012.

 
 
Actual (1)
 
Preliminary (1) (2)
 
Projected (1)
 
Annual Growth
Consumption by Sector
 
2009
 
2010
 
2011
 
2012
 
2017
 
2032
 
2012-2017
 
2017-2032
 
 
(Tons in millions)
Electric Generation
 
934

 
975

 
962

 
908

 
843

 
983

 
-1.5
 %
 
0.1
 %
Industrial
 
45

 
52

 
50

 
48

 
50

 
53

 
0.7
 %
 
0.1
 %
Steel Production
 
15

 
21

 
24

 
25

 
19

 
17

 
-5.8
 %
 
-1.3
 %
Coal-to-Liquids Processes
 

 

 
 

 

 
10

 
27

 
 

 
4.8
 %
Residential/Commercial
 
3

 
3

 
3

 
3

 
3

 
3

 
-0.2
 %
 
-0.1
 %
Export
 
59

 
82

 
106

 
97

 
103

 
119

 
1.3
 %
 
2.2
 %
Total
 
1,056

 
1,133

 
1,145

 
1,081

 
1,028

 
1,202

 
 

 
 

 ___________________________

(1) 
Data sourced from the U.S. Department of Energy’s EIA’s 2012 Annual Energy Outlook.
(2) 
Preliminary data subject to change and finalization.
 
Much of the nation’s power generation infrastructure is coal-fired. As a result, coal has maintained an annual 37% to 51% market share during the past 10 years according to the U.S. Department of Energy EIA’s Short-Term Energy Outlook, principally because of its relatively low cost, reliability and domestic abundance. Coal is a low-cost fossil fuel used for base-load electric power generation, typically being considerably less expensive than oil and generally competitive with natural gas. Coal-fired generation is also competitive with nuclear power generation especially on a total cost per megawatt-hour basis. The production of electricity from existing hydroelectric facilities is inexpensive, but its application is limited both by geography and susceptibility to seasonal and climatic conditions. Through 2012, non-hydropower renewable power generation accounted for 5.4% of all the electricity generated in the United States, and wind and solar power represented 3.5% of United States power generation according to the U.S. Department of Energy EIA’s Short-Term Energy Outlook.
 
Coal consumption patterns are also influenced by the demand for electricity, governmental regulation impacting power generation, technological developments, transportation costs, and the location, availability and cost of other fuels such as natural gas, nuclear and hydroelectric power.
 
Coal’s primary advantages are its relatively low cost and availability compared to other fuels used to generate electricity. According to the EIA, the estimated levelized cost of generation for various power generation technologies, entering service in 2017 are as follows:
 

10


 
 
Range of Total System Levelized Costs
(2010 $/megawatthour) for Plants Entering
Service in 2017
Plant Type (1)
 
Minimum
 
Average
 
Maximum
Conventional Coal
 
$
90.50

 
$
97.70

 
$
114.30

Advanced Coal
 
$
102.50

 
$
110.90

 
$
124.00

Conventional Natural Gas Combined Cycle
 
$
59.50

 
$
66.10

 
$
81.00

Conventional Natural Gas Combustion Turbine
 
$
91.90

 
$
127.90

 
$
152.40

Advanced Nuclear
 
$
107.20

 
$
111.40

 
$
118.70

Geothermal
 
$
84.00

 
$
98.20

 
$
112.00

Biomass
 
$
97.80

 
$
115.40

 
$
136.70

 ______________________________
(1) 
Data sourced from the U.S. Department of Energy’s EIA 2012 Annual Energy Outlook.
 
Coal Production.  United States coal production was approximately 1 billion tons in 2012. The following table, derived from data prepared by the EIA, sets forth production statistics in each of the major coal producing regions for the periods indicated.
 
 
Actual (1)
 
Preliminary (1) (2)
 
Projected (1)
 
Annual Growth
Production by Region
 
2009
 
2010
 
2011
 
2012
 
2017
 
2032
 
2012-2017
 
2017-2032
 
 
(Tons in millions)
Powder River Basin
 
417

 
428

 
429

 
419

 
401

 
498

 
-0.8
 %
 
1.5
 %
Central Appalachia
 
197

 
186

 
186

 
178

 
104

 
85

 
-10.1
 %
 
-1.2
 %
Northern Appalachia
 
127

 
130

 
135

 
125

 
152

 
178

 
4.0
 %
 
1.1
 %
Illinois Basin
 
106

 
110

 
118

 
110

 
118

 
134

 
1.6
 %
 
1.0
 %
Other
 
227

 
230

 
225

 
216

 
229

 
277

 
1.2
 %
 
1.3
 %
Total
 
1,074

 
1,084

 
1,093

 
1,048

 
1,004

 
1,172

 
 

 
 

 ____________________________
(1) 
Data sourced from the U.S. Department of Energy’s EIA’s 2012 Annual Energy Outlook and Short-Term Energy Outlook.
(2) 
Preliminary data subject to change and finalization.

Coal Regions. Coal is mined from coal fields throughout the United States, with the major production centers located in the Western United States, Northern and Central Appalachia and the Illinois Basin. The quality of coal varies by region. Physical and chemical characteristics of coal are very important in measuring quality and determining the best end use of particular coal types.
 
Competition. The coal industry is intensely competitive. With respect to our U.S. customers, we compete with numerous coal producers in the Appalachian region and Illinois basin and with a large number of western coal producers. Competition from coal with lower production costs shipped east from western coal mines has resulted in increased competition for coal sales in the Appalachian region. In 2012, imports accounted for a relatively small percentage of total U.S coal consumption. Approximately 1.1% of total U.S. coal consumption in 2012 was imported. Excess industry capacity also tends to result in reduced prices for our coal. The most important factors on which we compete are delivered coal price, coal quality and characteristics, transportation costs from the mine to the customer and the reliability of supply. Demand for coal and the prices that we will be able to obtain for our coal are closely linked to coal consumption patterns of the domestic electric generation industry, which accounted for greater than 93% of 2012 domestic coal consumption. These coal consumption patterns are influenced by factors beyond our control, including the demand for electricity, which is significantly dependent upon summer and winter temperatures and commercial and industrial outputs in the United States, environmental and other government regulations, technological developments and the location, availability, quality and price of competing fuels for power, most notably natural gas, but also including nuclear, fuel oil and alternative energy sources such as hydroelectric power. Demand for our low sulfur coal and the prices that we will be able to obtain for it will also be affected by the price and availability of high sulfur coal, which can be marketed in tandem with emissions allowances in order to meet Clean Air Act requirements.
 
Demand for our metallurgical coal and the prices that we will be able to obtain for metallurgical coal will depend to a large extent on the demand for U.S. and international steel, which is influenced by factors beyond our control, including overall

11


economic activity and the availability and relative cost of substitute materials. In the export metallurgical market we largely compete with producers from Australia, Canada, and other international producers of metallurgical coal.
 
Mining Operations
 
Our active operations are located in Central and Northern Appalachia and the Powder River Basin, which include the states of Kentucky, Pennsylvania, Virginia, West Virginia and Wyoming. As of December 31, 2012, our operations include 26 preparation plants, each of which receive, blend, process and ship coal that is produced from one or more of our 107 active mines (some of which are operated by third parties under contracts with us) using five mining methods: longwall mining, room-and-pillar mining, truck-and-shovel mining, truck and front-end loader mining, and highwall mining. Our underground mines generally consist of one or more single or dual continuous miner sections which are made up of the continuous miner, shuttle cars or continuous haulage, roof bolters, and various ancillary equipment. We have two large underground mines that employ a longwall mining system. Our Eastern surface mines are a combination of contour highwall miner, auger operations using truck/loader-excavator equipment fleets along with large production tractors and a small percentage using mountain top removal. Our Western surface mines are large open-pit operations that use the truck-and-shovel mining method. Most of our preparation plants are modern heavy media plants that generally have both coarse and fine coal cleaning circuits. We employ preventive maintenance and rebuild programs to ensure that our equipment is modern and well-maintained. During 2012, most of our preparation plants also processed coal that we purchased from third party producers before reselling it to our customers. Mines have been developed in close proximity to our preparation plants and rail shipping facilities. Coal is transported to customers by means of railroads, trucks, barge lines, and ocean-going vessels from terminal facilities.

The following table provides location and summary information regarding our coal operations and preparation plants as of December 31, 2012:
 
Coal Operations
 
 
 
 
 
 
Preparation Plants/Shipping Points as of December 31, 2012
 
Number and Type of
Mines as of December 31, 2012
 
 
 
2012 Production of Saleable Tons (in thousands) (1)

 
 
 
 
 
 
 
 
 
Reportable
Segment
 
Coal Basin
 
Location
 
 
Underground
 
Surface
 
Total
 
Transportation
 
East
 
Central Appalachia
 
Kentucky, Virginia, and West Virginia
 
Cave Branch, Delbarton, Elk Run, Erbacon, Goals, Green Valley, Homer III, Kepler, Liberty, Litwar, Mammoth, Marfork, McClure, Omar, Pax, Pigeon Creek, Power Mountain, Rockspring, Roxana, Sidney, Toms Creek, Zigmon
 
67

 
22

 
89

 
Barge, CSX, NS, RJCC, Truck
 
46,130

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northern Appalachia
 
Pennsylvania
 
Clymer, Cumberland, Emerald, and Portage
 
7

 
9

 
16

 
Barge, Truck, CSX, NS
 
13,163

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
West
 
Powder River Basin
 
Wyoming
 
Belle Ayr and Eagle Butte
 

 
2

 
2

 
BNSF, UP, Truck
 
46,695

 
 
Total from active operations
 
 
 
74

 
33

 
107

 
 
 
105,988

_______________________________ 
(1) 
Includes coal purchased from third-party producers that was processed at our preparation plants in 2012.

BNSF = BNSF Railway
CSX = CSX Transportation
RJCC = R.J. Corman Railroad Company
NS = Norfolk Southern Railway Company
UP = Union Pacific Railroad Company
 
The coal production and processing capacity of our mines and processing plants is influenced by a number of factors including reserve availability, labor availability, environmental permit timing, and preparation plant capacity.
 
Eastern Coal Operations

Our operations in Northern Appalachia (“NAPP”) consist of our Cumberland and Emerald mining complexes, as well as 5 underground mines and 9 surface mines and 2 additional preparation plants. We control approximately 940.4 million tons of reserves through our operations in NAPP. Approximately 180.9 million tons are assigned to active mines and 759.5 million tons

12


are unassigned. During 2012, approximately 15% of the shipments were marketed as high volatility metallurgical coal to export customers. There are approximately 2,000 salaried and hourly employees at our operations in NAPP as of December 31, 2012. The hourly work force at certain mines is represented by the United Mine Workers of America (“UMWA”).

At our Cumberland and Emerald mining complexes, coal is mined primarily by using longwall mining systems supported by continuous miners. Both mines operate in the Pittsburgh No. 8 Seam, the dominant coal-producing seam in the region, which is six to eight feet thick in the mines. The mines sell high Btu, high sulfur steam coal primarily to eastern utilities. Cumberland shipped 6.4 million tons of coal in 2012. All of the coal at Cumberland is processed through a preparation plant before being loaded onto Cumberland’s owned and operated railroad for transportation to the Monongahela River dock site. At the dock site, coal is then loaded into barges for transportation to river-served utilities or to other docks for subsequent rail shipment to non-river-served utilities. The mine can also ship a portion of its production by truck. Emerald shipped 4.2 million tons of coal in 2012. Emerald has the ability to store clean coal and blend variable sulfur products to meet customer requirements. All of Emerald’s coal is processed through a preparation plant before being loaded into unit trains operated by the Norfolk Southern Railway or CSX Transportation. The mine also has the option to ship a portion of its coal by truck.
 
At our 5 underground mines and 9 surface mines in NAPP, coal is mined primarily using continuous miners employing the room-and-pillar mining method at the underground mines and the truck and front-end loader method at our surface mines. The mines sell high Btu, low, medium, and high sulfur coal to eastern utilities and steel companies. The underground coal is delivered directly by truck to the customer, or transported to the Clymer or Portage coal preparation plants or raw coal loading docks where it is cleaned, blended and loaded onto rail, belt or truck for shipment to customers. The surface mined coal is delivered directly by truck to the customer or transported to the Clymer or Portage coal preparation plants or raw coal loading docks where it is blended and loaded onto rail, belt or truck for shipment to customers. During 2012, these operations shipped 2.6 million tons.

Our operations in Central Appalachia (“CAPP”) consist of 67 underground mines, 22 surface mines and 22 preparation plants, a portion of which are operated by independent contractors. Our operations in CAPP collectively shipped 46.9 million tons in 2012. We control approximately 2,830.7 million tons of coal reserves through our operations in CAPP. Approximately 1,392.5 million tons are assigned to active mines and approximately 1,438.2 million tons are unassigned. There are approximately 9,200 salaried and hourly employees at our operations in CAPP as of December 31, 2012. In addition, at certain mines a portion of our hourly workforce is represented by the UMWA.

Our coal in CAPP is mined using several different mining methods, including continuous miners employing the room-and-pillar method at our underground mines, and the truck and front-end loader and highwall mining methods at our surface mines. We have mines that sell high Btu, low, medium and high sulfur steam coal primarily to eastern utilities and metallurgical coal to steel companies.

We transport coal produced at certain of our mines by truck and belt to the following preparation plants: Delbarton, Elk Run, Goals, Mammoth, Marfork, Rockspring, Sidney, and Zigmon. In addition, we transport coal by truck and belt to our Pax loadout.

We transport coal produced at certain of our mines by truck to the following preparation plants: Cave Branch, Erbacon, Green Valley, Liberty, McClure, Pigeon Creek, Power Mountain, Roxanna, and Toms Creek. In addition, we transport coal by truck to our Omar and Homer III loadouts.

We transport coal mined at certain of our mines by truck or rail to our Litwar preparation plant, Kepler preparation plant or our Ben's Creek loadout.

The coal produced by certain of the surface mines is transported to the Roxanna preparation plant.

At our preparation plants, the coal is cleaned, blended and loaded onto rail or truck for shipment to customers. The coal produced by certain of our surface mines is transported to raw coal loading docks where it is blended and loaded onto rail for shipment to customers.

Western Coal Operations

Our Western Coal Operations in the Powder River Basin consist of our Belle Ayr and Eagle Butte operations, which collectively shipped 46.7 million tons in 2012. Coal is mined primarily using the truck and shovel mining method. We control approximately 771.5 million tons of coal reserves in the Powder River Basin and all of the coal reserves are assigned to active mines. There are approximately 600 salaried and hourly employees in our Powder River Basin operations.

13


 
Belle Ayr consists of one mine that produces sub-bituminous, low sulfur steam coal for sale primarily to utility companies. Belle Ayr extracts coal from a coal seam that is 75 feet thick. The mine sells 100% raw coal mined and no washing is necessary. Belle Ayr shipped 24.3 million tons of coal in 2012. Belle Ayr has the advantage of shipping its coal on both of the major western railroads, the BNSF Railway and the Union Pacific Railroad, to power plants located throughout the West, Midwest and the South.
 
Eagle Butte consists of one mine that produces sub-bituminous, low sulfur steam coal for sale primarily to utility companies. Eagle Butte extracts coal from coal seams that total 100 feet thick. The mine sells 100% raw coal mined and no washing is necessary. Eagle Butte shipped 22.4 million tons of coal in 2012. Coal from Eagle Butte is shipped on the BNSF Railway to power plants located throughout the West, Midwest and the South. The mine also ships a small portion by truck.

Other Operations
 
We have other operations and activities in addition to our coal production, processing and sales business, including:
 
Road Construction Business. NCI operates a road construction business under a contract with the State of West Virginia Department of Transportation. Pursuant to the contract, NCI completed multi-year project during 2012, approximately 11 miles of rough grade road in West Virginia and, in exchange, NCI was compensated by West Virginia based on the number of cubic yards of material excavated and/or filled to create a road bed, as well as for certain other cost components. As the road was constructed, any coal recovered was sold by NCI as part of its coal operations. We also have other minor road construction projects in conjunction with other surface mining operations.
 
Maxxim Rebuild and Dry Systems Technologies. Our subsidiary Maxxim Rebuild Co., LLC, is a mining equipment company with facilities in Kentucky and Virginia. This business largely consists of repairing and reselling equipment and parts used in surface mining and in supporting preparation plant operations. Our subsidiary Dry Systems Technologies manufactures patented particulate scrubbers and filters for underground diesel engine applications and rebuilds underground mining equipment for external customers and our subsidiaries.
 
Coalbed Methane and Natural Gas Extraction. Our subsidiary Coal Gas Recovery, LLC engages in degassing services in advance of mining in Pennsylvania. Coal bed methane is directed through pipelines and sold to third parties. We also control approximately 20,000 acres of Marcellus Shale natural gas holdings in southwest Pennsylvania in one of the Marcellus’ most productive regions. During 2010, we entered into a 50/50 joint venture with Rice Energy, LP to develop a portion of these holdings.
 
Dominion Terminal Associates. Through our subsidiary Alpha Terminal Company, LLC, we hold a 41% interest in DTA, a 20 million-ton annual capacity coal export terminal located in Newport News, Virginia. The terminal, constructed in 1984, provides the advantages of unloading/transloading equipment with ground storage capability, providing producers with the ability to custom blend export products without disrupting mining operations. During 2012 we shipped a total of 3.7 million tons of coal to our customers through the terminal. We make periodic cash payments in respect of the terminal for operating expenses, which are offset by payments we receive for transportation incentive payments and for renting our unused storage space in the terminal to third parties. In 2012, we received cash payments related to the terminal of $16.9 million partially offset by payments we made for expenses of $7.9 million. The terminal is held in a partnership with subsidiaries of two other companies, Arch Coal, Inc. and Peabody Energy Corp.
 
Coal Handling Joint Venture.  In the Massey Acquisition, we acquired a 50% interest in a joint venture that owns and operates third-party end-user coal handling facilities. Certain of our subsidiaries currently operate the coal handling facilities of the joint venture.
 
Coal Brokerage. Our coal brokerage group purchases and sells third party coal and serves as an agent of our coal subsidiaries.
 
Miscellaneous. We engage in the sale of certain non-strategic assets such as timber, gas and oil rights as well as the leasing and sale of non-strategic surface properties and reserves. We also provide coal and environmental analysis services.
 
Marketing, Sales and Customer Contracts
 
Our marketing and sales force, which is principally based in Bristol, Virginia, included 40 employees as of December 31, 2012, and consists of sales managers, distribution/traffic managers, contract administrators and administrative personnel. In

14


addition to marketing coal produced at our operations, we also purchase and resell coal mined by others, the majority of which we blend with coal produced from our mines. We have coal supply commitments with a wide range of electric utilities, steel manufacturers, industrial customers and energy traders and brokers. Our marketing efforts are centered on customer needs and requirements. By offering coal of both steam and metallurgical grades to provide specific qualities of heat content, sulfur and ash, and other characteristics relevant to our customers, we are able to serve a diverse customer base. This diversity allows us to adjust to changing market conditions and supports higher sales volumes and sales prices for our coal. Many of our larger customers are well-established public utilities and steel manufacturers who have been stable long-term customers of ours and our acquired companies.
 
We sold a total of 108.8 million tons of coal in 2012, consisting of 105.8 million tons of coal produced and processed by us, and 3.0 million tons of purchased coal. A portion of purchased coal was blended prior to resale, meaning the coal was mixed with coal produced from our mines prior to resale, which generally allows us to realize a higher overall margin for the blended product than we would be able to achieve selling these coals separately. A portion of purchased coal was processed by us, meaning that we washed, crushed or blended the coal at one of our preparation plants or loading facilities prior to resale. A portion of purchased coal was sold direct to customers, meaning we did not wash, crush or blend the coal prior to resale.We sold a total of 106.3 million tons of coal in 2011, consisting of 100.3 million tons of coal produced and processed by us, and 6.0 million tons of purchased coal. We sold a total of 84.8 million tons of coal in 2010, consisting of 81.8 million tons of coal produced and processed by us, and 3.0 million tons of purchased coal.

The breakdown of tons sold for 2012, 2011, and 2010 is set forth in the table below:
 
 
 
Steam Coal Sales (1)
 
Metallurgical Coal Sales (1)
Year
 
Tons
 
% of Total Sales Volume
 
Tons
 
% of Total Sales Volume
 
 
(In millions, except percentages)
2012
 
88.5

 
81
%
 
20.3

 
19
%
2011 (2)
 
87.1

 
82
%
 
19.2

 
18
%
2010
 
73.0

 
86
%
 
11.8

 
14
%
_________________________________
(1) 
Sales of steam coal during 2012, 2011, and 2010 were made primarily to large utilities and industrial customers throughout the United States and sales of metallurgical coal during those years were made primarily to steel companies in the Northeastern and Midwestern regions of the United States and in countries in Europe, Asia, South America and Africa.
(2) 
The amounts for 2011 include the results of operations for Massey for the period from June 1, 2011 through December 31, 2011. The amounts for 2010 do not include the results of operations for Massey.

We sold coal to approximately 200 different customers in 2012. Our top ten customers in 2012 accounted for approximately 42% of 2012 total revenues and our largest customer during 2012 accounted for approximately 9% of 2012 total revenues. The following table provides information regarding exports in 2012, 2011, and 2010 by revenues and tons sold:
 
Year
 
Export
Tons Sold
 
Export Tons Sold as a
Percentage of Total
Coal Sales Volume
 
Export Sales
Revenues
 
Export Sales Revenue as a
Percentage of Total
Revenues
2012
 
21.3

 
20
%
 

$2,930.6

 
42
%
2011 (1)
 
16.3

 
15
%
 

$3,096.0

 
44
%
2010
 
9.6

 
11
%
 

$1,351.0

 
34
%
 ____________________________

(1) 
The amounts for 2011 include the results of operations for Massey for the period from June 1, 2011 through December 31, 2011. The amounts for 2010 do not include the results of the operations for Massey.
 
Export shipments during each of 2012, 2011, and 2010 serviced customers in 27 countries across North America, Europe, South America, Asia and Africa. India was the largest export market in 2012, with sales to India accounting for approximately 13% of total export revenues and 6% of total revenues. India was the largest export market in 2011, with sales to India accounting for approximately 15% of total export revenues and 7% of total revenues. Brazil was the largest export market in 2010, with sales to Brazil accounting for approximately 11% of total export revenues and 4% of total revenues. All of our sales are made in U.S. dollars.
 

15


As is customary in the coal industry, when market conditions are appropriate, and particularly in the steam coal market, we enter into long-term contracts (exceeding one year in duration) with many of our customers. These arrangements allow customers to secure a supply for their future needs and may provide us with greater predictability of sales volume and sales prices. A majority of our steam coal sales are shipped under long-term contracts. The terms of our contracts result from bidding and negotiations with customers. Consequently, the terms of these contracts typically vary significantly in many respects, including price adjustment and price reopener features, provisions permitting renegotiation or modification of coal sale prices, coal quality requirements, quantity parameters, flexibility and adjustment mechanisms, permitted sources of supply, treatment of environmental constraints, options to extend and force majeure, suspension, termination and assignment provisions, and provisions regarding the allocation between the parties of the cost of complying with future governmental regulations.

During 2012, approximately 52% and 77% of our steam and metallurgical coal sales volume, respectively, was delivered pursuant to long-term contracts. During 2011, approximately 50% and 81% of our steam and metallurgical coal sales volume, respectively, was delivered pursuant to long-term contracts. During 2010, approximately 87% and 78% of our steam and metallurgical coal sales volume, respectively, was delivered pursuant to long-term contracts.
 
Our sales backlog, including backlog subject to price reopener and/or extension provisions, was approximately 162.7 million tons as of January 25, 2013 and approximately 234.9 million tons for the comparable period in 2012. Of these tons, approximately 49% and 48%, respectively, were expected to be filled within one year.
  
Distribution
 
We employ transportation specialists who negotiate freight and terminal agreements with various providers, including railroads, trucks, barge lines, and terminal facilities. Transportation specialists also coordinate with customers, mining facilities and transportation providers to establish shipping schedules that meet the customer’s needs. Our produced and processed coal is loaded from our 26 preparation plants, loadout facilities, and in certain cases directly from our mines. The coal we purchase is loaded in some cases directly from mines and preparation plants operated by third parties or from an export terminal. Virtually all of our coal is transported from the mine to our preparation plants by truck or rail, and then from the preparation plant to the customer by means of railroads, trucks, barge lines, lake-going and ocean-going vessels from terminal facilities. Rail shipments constituted approximately 70% of total shipments of coal volume produced and processed from our mines to the preparation plant to the customer in 2012. The balance was shipped from our preparation plants, loadout facilities or mines via truck. In 2012, approximately 9% of our coal sales volume was delivered to our customers through transport on the Great Lakes and domestic rivers, approximately 4% was moved through the Norfolk Southern export facility at Norfolk, Virginia, approximately 7% was moved through the coal export terminal at Newport News, Virginia operated by DTA, and approximately 6% was moved through the export terminals at Baltimore, Maryland and New Orleans, Louisiana. We own a 41% interest in the coal export terminal at Newport News, Virginia operated by DTA. See “-Other Operations.”
 
Transportation
 
Coal consumed domestically is usually sold at the mine and transportation costs are normally borne by the purchaser. Export coal is usually sold at the loading port, with purchasers responsible for further transportation. Producers usually pay shipping costs from the mine to the port.
 
We depend upon rail, barge, trucking and other systems to deliver coal to markets. In 2012, our produced coal was transported from the mines and to the customer primarily by rail, with the main rail carriers being CSX Transportation, Norfolk Southern Railway Company, BNSF Railway and Union Pacific Railroad Company. The majority of our sales volume is shipped by rail, but a portion of our production is shipped by barge and truck.
 
We have positive relationships with rail carriers and barge companies due, in part, to our modern coal-loading facilities and the experience of our transportation and logistics employees.
 
Suppliers
 
We incur substantial expenses per year to procure goods and services in support of our business activities in addition to capital expenditures. Principal goods and services include maintenance and repair parts and services, electricity, fuel, roof control and support items, fuel, explosives, tires, conveyance structure, ventilation supplies and lubricants. We use suppliers for a significant portion of our equipment rebuilds and repairs both on- and off-site, as well as construction and reclamation activities and to support computer systems.
 

16


We have a centralized sourcing group, which sets sourcing policy and strategy focusing primarily on major supplier contract negotiation and administration, including but not limited to the purchase of major capital goods in support of the mining operations. The supplier base has been relatively stable for many years, but there has been some consolidation. We are not dependent on any one supplier. We promote competition between suppliers and seek to develop relationships with suppliers that focus on lowering our costs while improving quality and service. We seek suppliers who identify and concentrate on implementing continuous improvement opportunities within their area of expertise.

Employees
 
As of December 31, 2012, we had approximately 12,400 employees. As of December 31, 2012, the UMWA represented approximately 11% of our total employees. Our UMWA-represented employees are located in Kentucky, Virginia, West Virginia and Pennsylvania, and produced approximately 10% of our coal sales volume during the fiscal year ended December 31, 2012. Relations with organized labor are important to our success, and we believe our relations with our employees are very good.


17


ENVIRONMENTAL AND OTHER REGULATORY MATTERS

Federal, state and local authorities regulate the United States coal mining and oil and gas industries with respect to matters such as: employee health and safety; permitting and licensing requirements; emissions to air and discharges to water; plant and wildlife protection; the reclamation and restoration of properties after mining or other activity has been completed; the storage, treatment and disposal of wastes; remediation of contaminated soil; protection of surface and groundwater; surface subsidence from underground mining; the effects on surface and groundwater quality and availability; noise; dust and competing uses of adjacent, overlying or underlying lands such as for oil and gas activity, pipelines, roads and public facilities. Ordinances, regulations and legislation (and judicial or agency interpretations thereof) with respect to these matters have had, and will continue to have, a significant effect on our production costs and our competitive position. New laws and regulations, as well as future interpretations or different enforcement of existing laws and regulations, may require substantial increases in equipment and operating costs and may cause delays, interruptions, or a termination of operations, the extent of which we cannot predict. We intend to respond to these regulatory requirements and interpretations thereof at the appropriate time by implementing necessary modifications to facilities or operating procedures or plans. When appropriate, we may also challenge actions in regulatory or court proceedings. Future legislation, regulations, interpretations or enforcement may also cause coal to become a less attractive fuel source for our customers due to factors such as investments in pollution control equipment necessary to meet new and more stringent air, water or solid waste requirements. Similarly, coal may become a less attractive fuel source for our customers if federal, state or local emissions rates or caps on greenhouse gases are enacted, or a tax on carbon is imposed, such as those that may result from climate change legislation or regulations. As a result, future legislation, regulations, interpretations or enforcement may adversely affect our mining or other operations, or our cost structure or may adversely impact the ability or economic desire of our customers to use coal.
We endeavor to conduct our mining and other operations in compliance with all applicable federal, state, and local laws and regulations. However, due in part to the extensive and comprehensive regulatory requirements, violations occur from time to time. It is possible that future liability under or compliance with environmental and safety requirements could have a material effect on our operations or competitive position. Under some circumstances, substantial fines and penalties, including revocation or suspension of mining or other permits or plans, may be imposed under the laws described below. Monetary sanctions and, in severe circumstances, criminal sanctions may be imposed for failure to comply with these laws.
Mine Safety and Health
The Coal Mine Health and Safety Act of 1969 and the Federal Mine Safety and Health Act of 1977 impose stringent safety and health standards on all aspects of mining operations. Also, the states in which we operate have state programs for mine safety and health regulation and enforcement. Collectively, federal and state safety and health regulation in the coal mining industry is perhaps one of the most comprehensive and pervasive systems for protection of employee health and safety affecting any segment of U.S. industry. Regulation has a significant effect on our operating costs.
In recent years, legislative and regulatory bodies at the state and federal levels, including MSHA, have promulgated or proposed various statutes, regulations and policies relating to mine safety and mine emergency issues. The MINER Act passed in 2006 mandated mine rescue regulations, new and improved technologies and safety practices in the area of tracking and communication, and emergency response plans and equipment. Although some new laws, regulations and policies are in place, these legislative and regulatory efforts are still ongoing.
In April 2012, MSHA published a final rule to revise the requirements for pre-shift, supplemental, on-shift and weekly examinations of underground coal mines. The final rule adds a requirement that operators identify violations of mandatory health or safety standards and also requires the mine operator to record and correct these violations, note the actions taken to correct the conditions and review with mine examiners (e.g., the mine foreman, assistant mine foreman or other certified persons) on a quarterly basis all citations and orders issued in areas where pre-shift, supplemental, on-shift and weekly examinations are required.
In January 2013, MSHA published a final rule that implements changes to its Pattern of Violations (“POV”) program. Under the final changes, MSHA may issue a POV notice without first issuing a potential POV notice, and will consider all significant and substantial citations and orders issued, including non-final citations and orders, when determining POV status., The final rule restates the statutory requirement that, for mines in POV status, each significant and substantial violation will result in a withdrawal order until a complete inspection finds no such violations.
In October 2010, MSHA published a proposed rule to reduce the permissible concentration of respirable dust in underground coal mines from the current standard of 2 milligrams per cubic meter of air to one milligram per cubic meter, mandate the use of continuous personal dust monitors, address extended work shifts, redefine normal production shifts, require additional medical surveillance examinations for miners, provide for the use of a single, full-shift sample to determine compliance, and make various other changes to the existing respirable dust standard.

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In August 2011, MSHA published a proposed rule to require certain underground mining equipment to be equipped with proximity detection systems that will shut the equipment down if a person is too close to the equipment to avoid injuries where individuals are caught between equipment and blocks of unmined coal.
At this time, it is not possible to predict the full effect that new or more stringent safety and health requirements will have on our operating costs, but they will increase our costs and those of others in the industry. Some, but not all, of these additional costs may be passed on to customers.
Black Lung
Under the Black Lung Benefits Revenue Act of 1977 and the Black Lung Benefits Reform Act of 1977, as amended in 1981, each coal mine operator must secure payment of federal black lung benefits to claimants who are current and former employees to a trust fund for the payment of benefits and medical expenses to eligible claimants. The trust fund is funded by an excise tax on production of up to $1.10 per ton for deep-mined coal and up to $0.55 per ton for surface-mined coal, neither amount to exceed 4.4% of the gross sales price.
In December 2000, the Department of Labor amended regulations implementing the federal black lung laws to, among other things, establish a presumption in favor of a claimant's treating physician and limit a coal operator's ability to introduce medical evidence regarding the claimant's medical condition. Due to these changes, the number of claimants who are awarded benefits has since increased, and will continue to increase, as will the amounts of those awards. The Patient Protection and Affordable Care Act (“PPACA”), which was implemented in 2010, made two changes to the Federal Black Lung Benefits Act. First, it provided changes to the legal criteria used to assess and award claims by creating a legal presumption that miners are entitled to benefits if they have worked at least 15 years in coal mines and suffer from totally disabling lung disease. A coal company would have to prove that a miner did not have black lung or that the disease was not caused by the miner's work. Second, it changed the law so black lung benefits being received by miners automatically go to their dependent survivors, regardless of the cause of the miner's death.
As of December 31, 2012, all of our payment obligations for federal black lung benefits to claimants entitled to such benefits are either fully secured by insurance coverage or paid from a tax exempt trust established for that purpose. Based on actuarial reports and required funding levels, from time to time we may have to supplement the trust to cover the anticipated liabilities going forward.
Coal Industry Retiree Health Benefit Act of 1992
The Coal Industry Retiree Health Benefit Act of 1992 (the “Coal Act”) provides for the funding of health benefits for certain UMWA retirees and their spouses or dependents. The Coal Act established the Combined Benefit Fund into which employers who are “signatory operators” are obligated to pay annual premiums for beneficiaries. The Combined Benefit Fund covers a fixed group of individuals who retired before July 1, 1976, and the average age of the retirees in this fund is over 80 years of age. Premiums paid in 2012 and 2011 for our obligations to the Combined Benefit Fund were approximately $0.6 million and $0.5 million, respectively. The Coal Act also created a second benefit fund, the 1992 UMWA Benefit Plan (“the 1992 Plan”), for miners who retired between July 1, 1976 and September 30, 1994, and whose former employers are no longer in business to provide them retiree medical benefits. Companies with 1992 Plan liabilities also pay premiums into this plan. Premiums paid in 2012 and 2011 for our obligation to the 1992 Plan were $1.5 million and $1.0 million, respectively. These per beneficiary premiums for both the Combined Benefit Fund and the 1992 Plan are adjusted annually based on various criteria such as the number of beneficiaries and the anticipated health benefit costs.
On December 20, 2006, the Tax Relief and Health Care Act of 2006 (“TRHC”) became law. The TRHC seeks to reduce or eliminate the premium obligation of companies due to expanded transfers from the Abandoned Mine Land Fund (“AML”). To the extent these transfers are adequate, they have incrementally eliminated the unassigned beneficiary premium under the Combined Benefit Fund effective October 1, 2007. The additional transfers will also reduce incrementally the pre-funding and assigned beneficiary premium to cover the cost of beneficiaries for which no individual company is responsible (“orphans”) under the 1992 Plan beginning January 1, 2008. For the first time, the 1993 Benefit Plan (“the 1993 Plan”) (all of the beneficiaries of which are orphans) will begin receiving a subsidy from a new federal transfer that will ultimately cover the entire cost of the eligible population as of December 31, 2006. Under the Combined Benefit Fund, the 1992 Plan and the 1993 Plan, if the federal transfers are inadequate to cover the cost of the “orphan” component, the current or former signatories of the UMWA wage agreement will remain liable for any shortfall.

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Environmental Laws
We and our customers are subject to various federal, state and local environmental laws relating to the extraction, processing and use of coal, oil and natural gas. Some of the more material of these laws and issues, discussed below, place stringent requirements on our coal mining and other operations, others apply to the ability of our customers to use coal. Federal, state and local regulations also require regular monitoring of our mines and other facilities to ensure compliance with these many laws and regulations.
Mining Permits and Necessary Approvals
Numerous governmental permits, licenses or approvals are required for mining, oil and gas operations, and related operations. When we apply for these permits and approvals, we may be required to present data to federal, state or local authorities pertaining to the effect or impact our operations may have upon the environment. The requirements imposed by any of these authorities may be costly and time consuming and may delay commencement or continuation of mining or other operations. These requirements may also be supplemented, modified or re-interpreted from time to time. Regulations also provide that a mining permit or modification can be delayed, refused or revoked if an officer, director or a stockholder with a 10% or greater interest in the entity is affiliated with or is in a position to control another entity that has outstanding mining permit violations. Thus, past or ongoing violations of federal and state mining laws could provide a basis to revoke existing permits and to deny the issuance of additional permits.
In order to obtain mining permits and approvals from state regulatory authorities, we must submit a reclamation plan for restoring, upon the completion of mining operations, the mined property to its prior or better condition, productive use or other permitted condition. Typically, we submit our necessary permit applications several months, or even years, before we plan to begin mining a new area or extend an existing area. In the past, we have generally obtained our mining permits in time so as to be able to run our operations as planned. However, we may experience difficulty or delays in obtaining mining permits or other necessary approvals in the future, or even face denials of permits altogether. In particular, issuance of Army Corps of Engineers (the “COE”) permits in Central Appalachia allowing placement of material in valleys have been slowed in recent years due to ongoing disputes over the requirements for obtaining such permits. These delays could spread to other geographic regions.
Mountaintop removal mining is a legal but controversial method of surface mining. Certain anti-mining special interest groups are waging a public relations assault upon this mining method and are encouraging the introduction of legislation at the state and federal level to restrict or ban it and to preclude purchasing coal mined by this method. Should changes in laws, regulations or availability of permits severely restrict or ban this mining method in the future, our production and associated profitability could be adversely impacted.
Surface Mining Control and Reclamation Act
The Surface Mining Control and Reclamation Act of 1977 (“SMCRA”), which is administered by the Office of Surface Mining Reclamation and Enforcement within the Department of the Interior (the “OSM”), establishes mining, environmental protection and reclamation standards for all aspects of surface mining, as well as many aspects of deep mining that impact the surface. Where state regulatory agencies have adopted federal mining programs under SMCRA, the state becomes the regulatory authority with primacy and issues the permits, but the OSM maintains oversight. SMCRA stipulates compliance with many other major environmental statutes, including the federal Clean Air Act, Clean Water Act, Resource Conservation and Recovery Act (“RCRA”) and Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”). SMCRA permit provisions include requirements for, among other actions, coal prospecting; mine plan development; topsoil removal, storage and replacement; selective handling of overburden materials; mine pit backfilling and grading; protection of the hydrologic balance; mitigation plans; subsidence control for underground mines; surface drainage control; mine drainage and mine discharge control and treatment; and re-vegetation. The permit application process is initiated by collecting baseline data to characterize adequately the pre-mine environmental condition of the permit area. This work includes surveys of cultural and historical resources, soils, vegetation, wildlife, assessment of surface and ground water hydrology, climatology, and wetlands. In conducting this work, we collect geologic data to define and model the soil and rock structures and coal that we will mine. We develop mining and reclamation plans by utilizing this geologic data and incorporating elements of the environmental data. The mining and reclamation plan incorporates the provisions of SMCRA, the state programs, and the complementary environmental programs that affect coal mining. Also included in the permit application is information regarding ownership and agreements pertaining to coal, minerals, oil and gas, water rights, rights of way and surface land.
Some SMCRA mine permits take over a year to prepare, depending on the size and complexity of the mine. Once a permit application is prepared and submitted to the regulatory agency, it goes through a completeness review and technical review. Proposed permits also undergo a public notice and comment period. Some SMCRA mine permits may take several years or

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even longer to be issued. Regulatory authorities have considerable discretion in the timing of the permit issuance and the public and other agencies have rights to comment on and otherwise engage in the permitting process, including through intervention in the courts.
Before a SMCRA permit is issued, a mine operator must submit a bond or otherwise secure the performance of reclamation obligations. The AML, which is part of SMCRA, requires a fee on all coal produced. The proceeds are used to reclaim mine lands closed prior to 1977 when SMCRA came into effect. The current fee is $0.315 per ton on surface-mined coal and $0.135 on deep-mined coal from 2008 to 2012, with reductions to $0.28 per ton on surface-mined coal and $0.12 per ton on deep-mined coal from 2013 to 2021.
In December 2008, the OSM issued revisions to its Stream Buffer Zone Rule under SMCRA. The revisions allow disposal of excess spoil within 100 feet of streams if the OSM makes findings of impact minimization that overlap findings required by the COE in administration of the Clean Water Act Section 404 permit program. In a settlement agreement with environmental groups that filed legal challenges seeking to invalidate the 2008 rule, the OSM agreed to issue a new proposed rule in 2011 and a final rule in 2012. In April 2010, as initial steps toward issuing a new Stream Protection Rule under SMCRA, the OSM commenced a pre-rulemaking information gathering process and solicited public comment on a notice of intent to conduct an environmental impact study. The OSM reports that the options under consideration for the new rule include requiring more extensive baseline data on hydrology, geology and aquatic biology in permit applications; specifically defining the “material damage” that would be prohibited outside permitted areas; requiring additional monitoring during mining and reclamation; establishing corrective action thresholds; and limiting variances and exceptions to the “approximate original contour” requirement for reclamation. The OSM has not yet issued the proposed rule. In addition, legislation has been introduced in Congress in the past and may be introduced in the future in an attempt to preclude placing any fill material in streams. Implementation of new requirements or enactment of such legislation would negatively impact our future ability to conduct certain types of mining activities.
Surety Bonds
Federal and state laws require us to obtain surety bonds to secure payment of certain long-term obligations including mine closure or reclamation costs, water treatment, federal and state workers' compensation costs, obligations under federal coal leases and other miscellaneous obligations. Many of these bonds are renewable on a yearly basis. We cannot predict our ability to obtain or the cost of bonds in the future.
Greenhouse Gas Emissions Impact Initiatives
One major by-product of burning coal and all other fossil fuels is the release of carbon dioxide (“CO2”), which is considered by the U.S. Environmental Protection Agency (the “EPA”) as a greenhouse gas (“GHG”). CO2 is perceived by some as a major source of concern with respect to global warming. Methane, which must be expelled from our underground coal mines for mining safety reasons, also is classified as a GHG. Although our gas operations capture some of the coalbed methane in several of our operations, most is vented into the atmosphere when the coal is mined.
Considerable and increasing government attention in the United States and other countries is being paid to reducing GHG emissions, including CO2 emissions from coal-fired power plants and methane emissions from mining operations. Although the United States has not ratified the Kyoto Protocol to the 1992 United Nations Framework Convention on Climate Change (“UNFCCC”), which became effective for many countries in 2005 and establishes a binding set of emission targets for GHGs, the United States is actively participating in various international initiatives within and outside of the UNFCCC process to negotiate developed and developing nation commitments for GHG emission reductions and related financing. In particular, the Durban Platform for Enhanced Action, as agreed to by the United States and 193 other countries in December 2011 at the 17th UNFCCC, calls for a second phase of the Kyoto Protocol's GHG emissions restrictions to be effective through 2020 and for a new international treaty to come into effect and be implemented from 2020. In December 2012, the 18th UNFCCC in Doha made further progress toward a new treaty. Any international GHG agreement in which the United States participates, if at all, could adversely affect the price and demand for coal in the United States.
In addition to possible future U.S. treaty obligations, regulation of GHGs in the United States could occur pursuant to new or amended federal or state legislation, including but not limited to regulatory changes under the Clean Air Act, state initiatives, or otherwise. At the federal level, Congress actively considered in the past, and may consider in the future, legislation that would establish a nationwide GHG emissions cap-and-trade or other market-based program to reduce greenhouse gas emissions. There are other types of legislative proposals that would promote clean energy that Congress has also considered in the past, and is currently considering. Many of these proposals would tend to favor fuels that have a lower carbon content than coal, but such proposals also incent the construction and development of carbon capture and sequestration plants as well as

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other advanced coal technologies. We cannot predict the financial impact of future GHG or clean energy legislation on our operations or our customers at this time.
The EPA also is implementing plans to regulate GHG emissions. The EPA's Mandatory Greenhouse Gas Reporting Rule required power plants and other large sources of GHGs to file annual reports disclosing GHG emissions beginning in 2011. In July 2010, the EPA issued amendments that required underground coal mines and certain other source categories to file their first annual reports disclosing GHG emissions in 2012, covering calendar year 2011. Our facilities subject to the rule have begun reporting the required GHG data.
More generally, in December 2009, the EPA issued a Final Endangerment and Cause or Contribute Findings for Greenhouse Gases under Section 202(a) of the Clean Air Act, wherein the EPA concluded that GHGs endanger the public health and welfare. In April 2010, the EPA issued, along with the Department of Transportation, a rule to regulate GHG emissions from new cars and trucks. This rule took effect in January 2011, and according to the EPA, established GHG emissions as “regulated pollutants” under the Clean Air Act. As a consequence, and in conjunction with an EPA Final Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule, certain new and modified emission sources must meet Best Available Control Technology for GHG emissions. The EPA has announced plans to begin issuing GHG performance standards for new and existing power plants and some other source categories. In particular, in March 2012 the EPA issued proposed regulations to establish GHG new source performance standards for new fossil-fuel fired electric utility generating units, and a final rule is anticipated in 2013. Federal legislation that would variously suspend or eliminate the EPA's regulatory authority over GHGs has been introduced in both the House and Senate.
In addition to federal GHG regulations, several state and regional climate change initiatives are taking effect before federal action. The Regional Greenhouse Gas Initiative (“RGGI”), a regional GHG cap-and-trade program calling for a ten percent reduction of emissions by 2018, has nine participating states in the Northeast (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New York, Rhode Island, and Vermont). The RGGI program has had numerous emission allowances auctions and entered its second three-year control period in 2012.
On December 17, 2010, the California Air Resources Board (“CARB”) issued a final rule approving a state-wide GHG cap-and-trade program pursuant to the California Global Warming Solutions Act of 2006 that would reduce California's GHG emissions to 1990 levels in yearly increments by 2020. In January 2013, CARB's cap-and-trade program became effective for the electricity sector and certain other facility categories. Other GHG initiatives, including the Western Climate Initiative and the Midwestern Greenhouse Gas Reduction Accord, are in various stages of development. Also, numerous state public service commissions have revised or are revising air quality programs so as to limit GHG emissions, such as those of Kansas, Colorado, and Texas.
Considerable uncertainty is associated with these GHG emissions initiatives. The content of new treaties or legislation is not yet determined and many of the new regulatory initiatives remain subject to review by the agencies or the courts. In addition to the timing for implementing any new legislation, open issues include matters such as the applicable baseline of GHG emissions to be permitted, initial allocations of any emission allowances, required emissions reductions, availability of offsets to emissions such as planting trees or capturing methane emitted during mining, the extent to which additional states will adopt the programs, and whether they will be linked with programs in other states or countries.
Predicting the economic effects of more stringent GHG emissions limitations is difficult given the various alternatives proposed and the complexities of the interactions between economic and environmental issues. Coal-fired generators could switch to other fuels that generate less of these emissions, possibly reducing the construction of coal-fired power plants or causing some users of our coal to switch to a lower CO2 generating fuel, or more generally reducing the demand for coal-fired electricity generation. This could result in an indeterminate decrease in demand for coal nationally, and various mechanisms proposed to limit greenhouse gas emissions could impact the price of coal and the cost of coal-fired generation. The majority of our coal supply agreements contain provisions that allow a purchaser to terminate its contract if legislation is passed that either restricts the use or type of coal permissible at the purchaser's plant or results in specified increases in the cost of coal or its use to comply with applicable ambient air quality standards. In addition, if regulation of GHG emissions does not exempt the release of coalbed methane, we may have to curtail coal production, pay higher taxes, or incur costs to purchase credits that permit us to continue operations as they now exist at our underground coal mines.
Other Clean Air Act Regulations
The federal Clean Air Act and corresponding state laws that regulate the emissions of materials into the air affect coal mining operations both directly and indirectly. Direct impacts on coal mining and processing operations arise primarily from permitting requirements and/or emission control requirements relating to particulate matter, such as fugitive dust, including

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regulation of fine particulate matter measuring 2.5 micrometers in diameter or smaller. However, new regulations on GHG emissions could also impact permit requirements. Our customers also are subject to extensive air emissions requirements, including those applicable to the air emissions of sulfur dioxide, nitrogen oxides, particulates, mercury and other compounds from coal-fueled electricity generating plants and industrial facilities that burn coal. These requirements are complex, lengthy and becoming increasingly stringent as new regulations or amendments to existing regulations are adopted. In addition, legal challenges to regulations may impact their content and the timing of their implementation.
More stringent air emissions regulations in future years may increase the cost of producing and consuming coal and impact the demand for coal. Initially, we believe that such regulations will result in an upward pressure on the price of lower sulfur eastern coals, and more demand for western coals, as coal-fired power plants continue to comply with the more stringent restrictions initially focused on sulfur dioxide emissions. As utilities continue to invest the capital to add scrubbers and other devices to address emissions of nitrogen oxides, mercury and other hazardous air pollutants, demand for lower sulfur coals may drop. However, we cannot predict these impacts with certainty. Some of the more material Clean Air Act requirements that may directly or indirectly affect our operations include the following:
Sulfur Dioxide and Nitrogen Dioxide. The Clean Air Act requires the EPA to set standards, referred to as National Ambient Air Quality Standards (“NAAQS”), for certain pollutants. Areas that are not in compliance (referred to as “non-attainment areas”) with these standards must take steps to reduce emissions levels. In 2010, EPA established a new 1-hour NAAQS for sulfur dioxide (“SO2”), and a new 1-hour NAAQS for nitrogen dioxide (“NO2”). Under the Clean Air Act, the new NAAQS generally must be attained no later than five years after the EPA designates an area as non-attainment.
Fine Particulate Matter. The EPA has established NAAQS for both particulate matter with an aerodynamic diameter less than or equal to 10 microns (“PM10”), and fine particulate matter with an aerodynamic diameter less than or equal to 2.5 microns (“PM2.5” or “fine particulate matter”). Over the past decade, the EPA has taken several steps to lower the NAAQS for particulate matter, which is currently being implemented in a number of designated non-attainment areas. Most recently, in December 2012, the EPA issued a final rule to reduce the annual PM2.5 standard, retaining the existing 24-hour PM2.5 standard and the existing PM10 standards. The final rule will trigger a new round of non-attainment designations and ultimately regulation. Meeting the new PM2.5 standard also may require reductions of nitrogen oxide and SO2 emissions.
Acid Rain. Title IV of the Clean Air Act required a two-phase reduction of SO2 emissions by electric utilities. Phase II became effective in 2000 and applies to all coal-fired power plants generating greater than 25 megawatts. The affected electricity generators have sought to meet these requirements mainly by, among other compliance methods, switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing SO2 emission allowances.
Ozone. The EPA's 1997 NAAQS for ozone, as amended in 2008, is being implemented in a number of designated non-attainment areas. In addition, the EPA proposed a more stringent ozone NAAQS in January 2010, with the EPA's review of the updated science regarding ozone currently scheduled for completion in 2013. Accordingly, emissions control requirements for new and expanded coal-fired power plants and industrial boilers may continue to become more demanding in the years ahead.
Clean Air Interstate Rule/Cross-State Air Pollution Rule. In 2005, the EPA issued its final Clean Air Interstate Rule (“CAIR”) for further reducing emissions of SO2 and nitrogen oxides (“NOx”) to deal with the interstate transport component of nonattainment with NAAQS. CAIR calls for Texas and 27 states bordering or east of the Mississippi River, and the District of Columbia, to cap their emission levels of SO2 and NOx through an allowance trading program or other system. At full implementation, the EPA projected that CAIR would cut regional SO2 emissions by more than 70% from the 2003 levels, and cut NOx emissions by more than 60% from 2003 levels. In July 2011, in response to the court order on CAIR, the EPA issued a new rule to replace CAIR, called the Cross-State Air Pollution Rule (“CASPR”). CASPR would require additional reductions of power plant emissions in 27 eastern states - by 73% for SO2 and 54% for NOx compared to 2005 levels, according to the EPA. As well, CASPR would severely limit interstate emissions trading as a compliance option. In December 2011, a federal appellate court issued a stay of CASPR pending judicial review. During the stay, CAIR remained in effect. In August 2012, the U.S. Court of Appeals for the District of Columbia struck down CASPR, finding that it required certain upwind states to reduce their emissions below their respective contributions to nonattainment and that it usurped states' roles in implementing emission reduction strategies. Although the EPA may appeal the matter to the United States Supreme Court, it is anticipated that the EPA will implement CAIR, which remains in effect except in Minnesota, where a stay applies, and will initiate a new rulemaking to establish more stringent standards. CAIR or more stringent standards may ultimately require many coal-fired sources to install additional pollution control equipment for NOx and SO2.
Mercury and Air Toxics Standards. In December 2011, the EPA issued the Mercury and Air Toxics Standards (“MATS”), which sets technology-based emission limitation standards for mercury and other toxic air pollutants for coal and oil fired electric generating units with a capacity of 25 megawatts (“MW”) or more. Existing units generally

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have up to four years to comply. The MATS is subject to a pending court challenge in the U.S. Court of Appeals for the District of Columbia Circuit, and the EPA has announced that it expects to act on petitions for reconsideration of certain aspects of the MATS during 2013. The MATS may ultimately require many coal-fired sources to install additional pollution control equipment or to close.
Regional Haze. Under the EPA's regional haze rule designed to protect and to improve visibility at and around national parks, national wilderness areas and international parks, state implementation plans must either require designated facilities to install Best Available Retrofit Technology (“BART”) to reduce emissions that contribute to visibility problems or adopt an emissions trading program or other alternative program that provides greater reasonable progress towards improving visibility. The regional haze program, which the EPA first established in 1999, primarily affects the construction of new coal-fired power plants whose operation may impair visibility at and around federally protected areas. In May 2012, the EPA issued a final rule that would authorize use of the CASPR trading programs in place of source-specific BART for SO2 and/or NOx emissions from power plants, enabling states to avoid further action under their regional haze implementation plans until 2018. Although the status of the final rule is in doubt following the court decision overturning the CASPR, we expect that emission reductions required under other rules will address many, but perhaps not all, of the emission reduction requirements of the regional haze rule.
Clean Water Act
The Clean Water Act of 1972 (“CWA”) and corresponding state laws affect coal mining operations by imposing restrictions on the discharge of certain pollutants into water and on dredging and filling wetlands and streams. The CWA establishes in-stream water quality standards and treatment standards for wastewater discharge through the National Pollutant Discharge Elimination System (“NPDES”). Regular monitoring, as well as compliance with reporting requirements and performance standards, are preconditions for the issuance and renewal of NPDES permits that govern the discharge of pollutants into water. These requirements are complex, lengthy and becoming increasingly stringent as new regulations or amendments to existing regulations are adopted and the interpretation of longstanding regulations is changed. In addition, legal challenges to regulations may impact their content and the timing of their implementation.
Some of the more material CWA issues that may directly or indirectly affect our operations are discussed below.
Section 404 Permitting
Permits under Section 404 of CWA (“404 permits”) are required to conduct dredging or filling activities in jurisdictional waters. Coal companies must secure 404 permits for the purpose of creating water impoundments, refuse disposal enhancements, refuse slurry impoundments, valley fills or for conducting certain other mining activities. Jurisdictional waters typically include ephemeral, intermittent and perennial streams. The United States Supreme Court ruled in Rapanos v. United States in 2006 that certain waters with tenuous connections to navigable waters might not be jurisdictional waters requiring 404 permits. The case did not involve disposal of mining overburden or coal processing refuse, but has implications for the mining industry. Subsequently, in December 2008 the COE and the EPA issued a joint memorandum to provide guidance to the COE regions and COE districts implementing the jurisdictional standards imposed by the Supreme Court. The guidance requires a case-by-case analysis of whether the area to be filled has a sufficient nexus to downstream navigable waters so as to require 404 permits. In April 2011, the COE and the EPA released draft, nonbinding guidance for public comment and announced their intent to subsequently issue a proposed rule. Review and implementation of this guidance by the COE field offices remains inconsistent; the extent to which decisions made pursuant to this guidance will be challenged remains an open question.
The COE's issuance of 404 permits is subject to the National Environmental Policy Act (“NEPA”). NEPA requires that a federal agency must take a “hard look” at any activity that may “significantly affect the quality of the human environment”. NEPA allows an initial Environmental Assessment (“EA”) to be completed to determine if a project will have a significant impact on the environment. If the EA reveals a significant impact, then the agency must prepare an Environmental Impact Statement (“EIS”), a very lengthy data collection and review process.
To date, the COE has typically used the less detailed EA process to determine the impacts from impoundments, fills and other activities associated with coal mining, however, in some cases the full EIS process is being required for mining projects. In general, the preliminary findings show that these types of mining related activities will not have a significant effect on the environment, and as such a full EIS is not required. Should a full EIS be required for every permit, significant permitting delays could affect mining costs or cause operations not to be opened in the first instance, or to be idled or closed.
Issues concerning 404 permitting for fills have included the adequacy of the pre-mining assessments of areas to be impacted required by the COE and conducted by the permit applicants, and the necessity at steep sloped areas of Central Appalachia to impound streams below their valley fills for the purpose of constructing sediment ponds, which both the COE and the EPA have considered to be “treatment systems” excluded from the definition of “waters of the United States” to which the CWA applies. In August 2012, following a challenge to these practices, the United States District Court for the Southern District of West Virginia upheld the COE's issuance of a 404 permit to the Company's Highland Mining subsidiary. Although it has prevailed in court, the COE is continuing to assess its protocol for evaluating the pre-mining stream conditions, as well as

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procedures used in the measurement of the success of mitigation. Legislation also may be introduced at the state or federal level in order to override this decision by the Court of Appeals. An outcome that prevents the placement of mining spoil or refuse into valleys could have a material adverse impact on our ability to maintain current operations and to permit new operations.
In February 2012, the COE published a final notice reissuing Nationwide Permit 21 (“NWP 21”), which had previously been used to authorize valley fills in connection with mining operations. Availability of the NWP 21 as reissued is limited to discharges with impacts not greater than a half-acre of waters, including no more than 300 linear feet of streambed. The district engineer may waive the 300-linear-foot limit by making a written determination that the discharge will result in minimal individual and cumulative adverse effects. The NWP21 also is not available for discharges associated with construction of “valley fills”, which are broadly defined as a fill structure that is typically constructed within valleys associated with steep, mountainous terrain, associated with surface coal mining activities. The NWP21 as reissued is of limited value to our operations. Accordingly, most of our 404 permits must be obtained on an individual, site-specific basis, which increases the time and cost of the overall permitting process. Further, surface coal mine permitting has been impeded by the Enhanced Surface Coal Mining Pending Permit Coordination Procedures, issued by the EPA and the COE on June 11, 2009 (“ECP”), and guidance contained in a July 2011 Memorandum entitled “Improving EPA Review of Appalachian Surface Coal Mining Operations Under the Clean Water Act, National Environmental Policy Act, and the Environmental Justice Executive Order” (“Detailed Guidance”), replacing interim guidance that was issued in April 2010. However, in two decisions in October 2011 and July 2012, in response to a court challenge by the National Mining Association and by several states, the U.S. District Court for the District of Columbia held that the EPA acted outside the scope of its authority under the CWA when it instituted the ECP and issued the Detailed Guidance without undergoing the notice and comment rulemaking process. Although the ECP and Detailed Guidance are no longer in effect, any future application of procedures similar to ECP, such as may be enacted following notice and comment rulemaking, would have the potential to delay the issuance of permits for our coal mines, or to change the conditions or restrictions imposed in those permits.
In January 2011, the EPA vetoed a federal CWA permit held by another coal mining company for a surface mine in Appalachia. In explaining its position, the EPA cited significant and irreversible damage to wildlife and fishery resources and severe degradation of water quality caused by mining pollution. In March 2012, the United States District Court for the District of Columbia found that the EPA's post-issuance “veto” of a 404 permit exceeded the EPA's authority under the Clean Water Act. The EPA has appealed this decision to the United States Court of Appeals. If the District Court's decision is ultimately overturned, this could be a further indication that other surface mining water permits could be subject to more substantial review in the future.
National Pollutant Discharge Elimination System Permits
The CWA requires that all of our operations obtain NPDES permits for discharges of water from all of our mining operations. All NPDES permits require regular monitoring and reporting of one or more parameters on all discharges from permitted outfalls. Additional parameters, including selenium, aluminum, total dissolved solids and conductivity, potentially could create requirements for treatment systems and higher costs to comply with permit conditions. In particular, the EPA, despite having its Detailed Guidance on conductivity invalidated by a federal court, continues to seek to require states to impose conductivity or total dissolved solids (“TDS”) limits. Conductivity is a measure that reflects levels of various salts present in water. Although states have not yet begun applying conductivity or TDS limits routinely, if the EPA is successful in requiring such limits, in order to obtain new NPDES permits and renewals for coal mining in Appalachia, applicants will be required to perform an evaluation to determine if a reasonable potential exists that the proposed mining would cause a violation of water quality standards, including narrative standards. The former EPA Administrator stated that these water quality standards may be difficult for most mining operations to meet. Additionally, the now overturned Detailed Guidance contained requirements for avoidance and minimization of environmental impacts, mitigation of mining impacts, consideration of the full range of potential impacts on the environment, human health, and communities, including low-income or minority populations, and provision of meaningful opportunities for public participation in the permit process. We have begun to address these issues in some of our current permitting actions, but there can be no guarantee that we will be able to meet any new standards with respect to our future permit applications or renewals.
When a water discharge occurs and one or more parameters are outside the approved limits permitted in an NPDES permit, these exceedances of permit limits are self-reported to the pertinent agency. The agency may impose penalties for each such release in excess of permitted amounts. If factors such as heavy rains or geologic conditions cause persistent releases in excess of amounts allowed under NPDES permits, costs of compliance can be material, fines may be imposed, or operations may have to be idled until remedial actions are possible. Additionally, the CWA has citizen suit provisions which allow individuals or organized groups to file suit against permit holders or the EPA or state agencies for failure to enforce all aspects of the CWA. As discussed in Note 21, Legal Proceedings - Mine Water Discharge Suits, to the Company's Consolidated Financial Statements, certain of the Company's subsidiaries have been and are subject to such proceedings.
There also have been renewed efforts by the federal and state agencies to examine the coal industry's record of compliance with NPDES permit limits. This enhanced scrutiny resulted in an agreement by Massey to pay a $20 million penalty in 2008 for

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over 4,000 alleged NPDES permit violations. Subsequently, a number of our operating subsidiaries have been subject to enforcement actions, and in some cases have entered into settlements. See Note 21 to the Company's Consolidated Financial Statements.
The CWA has specialized sections that address NPDES permit conditions for discharges to waters in which state-issued water quality standards are violated and where the quality exceeds the levels established by those standards. For those waters where conditions violate state water quality standards, states or the EPA are required to prepare a Total Maximum Daily Load (“TMDL”) by which new discharge limits are imposed on existing and future discharges in an effort to restore the water quality of the receiving streams. Likewise, when water quality in a receiving stream is better than required, states are required to adopt an “anti-degradation policy” by which further “degradation” of the existing water quality is reviewed and possibly limited. In the case of both the TMDL and anti-degradation review, the limits in our NPDES discharge permits could become more stringent, thereby potentially increasing our treatment costs and making it more difficult to obtain new surface mining permits. New standards may also require us to install expensive water treatment facilities or otherwise modify mining practices and thereby substantially increase mining costs. These increased costs may render some operations unprofitable.
Other Regulations on Stream Impacts
Federal and state laws and regulations can also impose measures to be taken to minimize and/or avoid altogether stream impacts caused by both surface and underground mining. Temporary stream impacts from mining are not uncommon, but when such impacts occur there are procedures we follow to mitigate or remedy any such impacts. These procedures have generally been effective and we work closely with applicable agencies to implement them. Our inability to mitigate or remedy any temporary stream impacts in the future, and the application of existing or new laws and regulations to disallow any stream impacts, could adversely affect our operating and financial results.
Endangered Species Act
The federal Endangered Species Act and counterpart state legislation protect species threatened with possible extinction. Protection of threatened and endangered species may have the effect of prohibiting or delaying us from obtaining mining permits and may include restrictions on timber harvesting, road building and other mining or agricultural activities in areas containing the affected species or their habitats. A number of species indigenous to our properties are protected under the Endangered Species Act. Based on the species that have been identified to date and the current application of applicable laws and regulations, however, we do not believe there are any species protected under the Endangered Species Act that would materially and adversely affect our ability to mine coal from our properties in accordance with current mining plans.
Resource Conservation and Recovery Act
RCRA affects coal mining operations by establishing requirements for the treatment, storage, and disposal of hazardous wastes. Certain coal mine wastes, such as overburden and coal cleaning wastes, are exempted from hazardous waste management requirements.
At present, fossil fuel combustion wastes are exempt from hazardous waste regulation under RCRA. However, the failure in 2008 of an ash disposal dam in Tennessee focused attention on this issue. In May 2010, the EPA issued for public comment proposed regulations setting out two options for governing management and disposal of coal ash from coal-fired power plants. Under the more stringent option, the EPA would regulate coal ash as a “special waste” subject to RCRA subtitle C hazardous waste standards when disposed in landfills or surface impoundments, which would be subject to stringent design, permitting, closure and corrective action requirements. Alternatively, coal ash would be regulated as non-hazardous waste under RCRA subtitle D, with national minimum criteria for disposal but no federal permitting or enforcement. Under both options, the EPA would establish dam safety requirements to address the structural integrity of surface impoundments to prevent catastrophic releases. We currently cannot predict whether these rules, once finalized, will have a significant impact on coal used by electricity generators.
Federal and State Superfund Statutes
Superfund and similar state laws affect coal mining and hard rock operations by creating liability for investigation and remediation in response to releases of hazardous substances into the environment and for damages to natural resources. Under Superfund, joint and several liability may be imposed on waste generators, site owners or operators and others, regardless of fault. In addition, mining operations may have reporting obligations under the Emergency Planning and Community Right to Know Act and the Superfund Amendments and Reauthorization Act.


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GLOSSARY OF SELECTED TERMS
 
Ash. Impurities consisting of iron, alumina and other incombustible matter that are contained in coal. Since ash increases the weight of coal, it adds to the cost of handling and can affect the burning characteristics of coal.
 
Assigned reserves. Coal that is planned to be mined at an operation that is currently operating, currently idled, or for which permits have been submitted and plans are eventually to develop the operation.
 
Bituminous coal. A common type of coal with moisture content less than 20% by weight and heating value of 9,500 to 14,000 Btus per pound. It is dense and black and often has well-defined bands of bright and dull material.
 
British thermal unit, or Btu. A measure of the thermal energy required to raise the temperature of one pound of pure liquid water one degree Fahrenheit at the temperature at which water has its greatest density (39 degrees Fahrenheit).
 
Central Appalachia. Coal producing area in eastern Kentucky, Virginia, southern West Virginia and a portion of eastern Tennessee.
 
Coal seam. Coal deposits occur in layers. Each layer is called a “seam.”

Coal slurry impoundment. Coal slurry consists of solid and liquid waste and is a by-product of the coal mining and preparation processes. It is a fine coal refuse and water mixture. Impoundment is for the storage of liquid and primarily noncombustible solids that are by-products of coal cleaning.
 
Coke. A hard, dry carbon substance produced by heating coal to a very high temperature in the absence of air. Coke is used in the manufacture of iron and steel. Its production results in a number of useful byproducts.
 
Compliance coal. Coal which, when burned, emits 1.2 pounds or less of sulfur dioxide per million Btu, as required by Phase II of the Clean Air Act.
 
Continuous miner. A machine which constantly extracts coal while loading. This is to be distinguished from a conventional mining unit which must stop the extraction process in order for loading to commence.
 
Fossil fuel. Fuel such as coal, petroleum or natural gas formed from the fossil remains of organic material.
 
High Btu coal. Coal which has an average heat content of 12,500 Btus per pound or greater.
 
Illinois Basin. Coal producing area in Illinois, Indiana and western Kentucky.
 
Lignite. The lowest rank of coal with a high moisture content of up to 15% by weight and heat value of 6,500 to 8,300 Btus per pound. It is brownish black and tends to oxidize and disintegrate when exposed to air.
 
Longwall mining. The most productive underground mining method in the United States. A rotating drum is trammed mechanically across the face of coal, and a hydraulic system supports the roof of the mine while the drum advances through the coal. Chain conveyors then move the loosened coal to a standard underground mine conveyor system for delivery to the surface.
 
Low Btu coal. Coal which has an average heat content of 9,500 Btus per pound or less.
 
Low sulfur coal. Coal which, when burned, emits 1.6 pounds or less of sulfur dioxide per million Btu.
 
Medium sulfur coal. Coal which, when burned, emits between 1.6 and 4.5 pounds of sulfur dioxide per million Btu.
 
Metallurgical coal. The various grades of coal suitable for carbonization to make coke for steel manufacture. Also known as “met” coal, its quality depends on four important criteria: volatility, which affects coke yield; the level of impurities including sulfur and ash, which affect coke quality; composition, which affects coke strength; and basic characteristics, which affect coke oven safety. Met coal typically has a particularly high Btu but low ash and sulfur content.
 
Mid Btu coal. Coal which has an average heat content of between 9,500 and 12,500 Btus per pound.
 

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Nitrogen oxide (NOx). A gas formed in high temperature environments such as coal combustion. It is a harmful pollutant that contributes to smog.
 
Northern Appalachia. Coal producing area in Maryland, Ohio, Pennsylvania and northern West Virginia.
 
Overburden. Layers of earth and rock covering a coal seam. In surface mining operations, overburden is removed prior to coal extraction.
 
Pillar. An area of coal left to support the overlying strata in a mine; sometimes left permanently to support surface structures.
 
Powder River Basin. Coal producing area in northeastern Wyoming and southeastern Montana. This is the largest known source of coal reserves and the largest producing region in the United States.
 
Preparation plant. Usually located on a mine site, although one plant may serve several mines. A preparation plant is a facility for crushing, sizing and washing coal to remove impurities and prepare it for use by a particular customer. The washing process has the added benefit of removing some of the coal’s sulfur content.
 
Probable reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

Proven reserves. Reserves for which quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
 
Reclamation. The process of restoring land and the environment to their original state following mining activities. The process commonly includes “recontouring” or reshaping the land to its approximate original appearance, restoring topsoil and planting native grass and ground covers. Reclamation operations are usually underway before the mining of a particular site is completed. Reclamation is closely regulated by both state and federal law.
 
Reserve. That part of a mineral deposit that could be economically and legally extracted or produced at the time of the reserve determination.
 
Roof. The stratum of rock or other mineral above a coal seam; the overhead surface of a coal working place.
 
Room-and-Pillar Mining. Method of underground mining in which the mine roof is supported mainly by coal pillars left at regular intervals. Rooms are placed where the coal is mined.
 
Scrubber (flue gas desulfurization system). Any of several forms of chemical/physical devices which operate to neutralize sulfur compounds formed during coal combustion. These devices combine the sulfur in gaseous emissions with other chemicals to form inert compounds, such as gypsum, that must then be removed for disposal. Although effective in substantially reducing sulfur from combustion gases, scrubbers require about 6% to 7% of a power plant’s electrical output and thousands of gallons of water to operate.
 
Southern Appalachia. Coal producing region consisting of Alabama and a portion of southeastern Tennessee.
 
Steam coal. Coal used by power plants and industrial steam boilers to produce electricity, steam or both. It generally is lower in Btu heat content and higher in volatile matter than metallurgical coal.
 
Sub-bituminous coal. Dull coal that ranks between lignite and bituminous coal. Its moisture content is between 20% and 30% by weight and its heat content ranges from 7,800 to 9,500 Btus per pound of coal.
 
Sulfur. One of the elements present in varying quantities in coal that contributes to environmental degradation when coal is burned. Sulfur dioxide is produced as a gaseous by-product of coal combustion.
 

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Surface mine. A mine in which the coal lies near the surface and can be extracted by removing the covering layer of soil (see “Overburden”). About 68% of total U.S. coal production comes from surface mines.
 
Tons. A “short” or net ton is equal to 2,000 pounds. A “long” or British ton is equal to 2,240 pounds; a “metric” tonne is approximately 2,205 pounds. The short ton is the unit of measure referred to in this document.
 
Truck-and-Shovel Mining and Truck and Front-End Loader Mining. Similar forms of mining where large shovels or front-end loaders are used to remove overburden, which is used to backfill pits after the coal is removed. Smaller shovels load coal in haul trucks for transportation to the preparation plant or rail loadout.
 
Unassigned reserves. Coal that is likely to be mined in the future, but which is not considered Assigned reserves.
 
Underground mine. Also known as a “deep” mine. Usually located several hundred feet below the earth’s surface, an underground mine’s coal is removed mechanically and transferred by shuttle car and conveyor to the surface. Underground mines account for about 32% of annual U.S. coal production.
 
Unit train. A train of 100 or more cars carrying a single product. A typical coal unit train can carry at least 10,000 tons of coal in a single shipment.


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Item 1A. Risk Factors
 
Investment in our common stock is subject to various risks, including risks and uncertainties inherent in our business. The following sets forth factors related to our business, operations, financial position, or future financial performance or cash flows which could cause an investment in our securities to decline and result in a loss.
 
Risks Relating to Our Industry and the Global Economy

A substantial or extended decline in coal prices would reduce our revenues and adversely impact our earnings and the value of our coal reserves.
 
Our results of operations are substantially dependent upon the prices we receive for our coal. Those prices depend upon factors beyond our control (some of which are described in more detail in other risk factors below), including:

the demand for domestic and foreign coal, which depends significantly on the demand for electricity and steel;
the price and availability of natural gas and other alternative fuels;
competition from other suppliers of coal and other energy sources;
the regulatory and tax environment for our industry and those of our customers; and
the proximity to and availability, reliability and cost of transportation and port facilities.
 
Sustained declines in coal prices in the United States or other countries would materially adversely affect our operating results and cash flows, as well as the value of our coal reserves. For example, because of lower prices for certain types of coal that we produce, in 2012, we reduced or halted production at certain of our mines, and could further reduce our production in the future if coal prices decline further.

Lower demand for steam coal by North American electric power generators would reduce our revenues and could further reduce the price of our steam coal.
 
Steam coal accounted for approximately 81% and 82% of our coal sales volume during 2012 and 2011, respectively. The majority of our sales of steam coal were to U.S. and Canadian electric power generators. That demand is affected primarily by:

the overall demand for electricity, which is in turn influenced by the global economy and the weather, among other factors (for example, North America has experienced mild winters for the past two years, resulting in lower demand);
the availability, quality and price of competing fuels, such as natural gas, nuclear fuel, oil and alternative energy sources such as hydroelectric power, which may change over time as a result of, among other things, technological developments;
increasingly stringent environmental and other governmental regulations, including air emission standards for coal-fired power plants; and
higher than normal coal inventories at many utilities.

Recently, to the extent economically feasible, many North American electric power generators have shifted from coal to natural gas-fired power plants, and we expect that new power plants that are built will be fired by natural gas because they are cheaper to construct than coal-fired plants and because natural gas is a cleaner burning fuel with plentiful supplies and low cost at the current time. Increasingly stringent regulations have also reduced the number of new power plants being built.Any further reduction in the amount of coal consumed by North American electric power generators would reduce the amount of steam coal that we sell and the price that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.
 
Lower demand for metallurgical coal by U.S. and foreign steel producers would reduce our revenues and could further reduce the price of our metallurgical coal.
We produce metallurgical coal that is used in both the U.S. and foreign steel industries. Metallurgical coal accounted for approximately 19% and 18% of our coal sales volume in 2012 and 2011, respectively.  Any deterioration in conditions in the U.S. or the foreign steel industry, including the demand for steel and the continued financial viability of the industry, would reduce the demand for our metallurgical coal and could impact the collectability of our accounts receivable from U.S. or foreign steel industry customers. The demand for foreign-produced steel both in foreign markets and in the U.S. market is also dependent on factors such as tariff rates on steel. In addition, the U.S. steel industry increasingly relies on processes to make steel that do not use coke, such as electric arc furnaces or pulverized coal processes. If this trend continues, the amount of metallurgical coal that we sell and the prices that we receive for it could decrease, thereby reducing our revenues and adversely

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impacting our earnings and the value of our coal reserves. Lower demand for metallurgical coal in international markets would reduce the amount of metallurgical coal that we sell and the prices that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.

Competition within the coal industry may adversely affect our ability to sell coal, and excess production capacity in the industry could put downward pressure on coal prices.
We compete with numerous other coal producers in various regions of the United States for domestic and international sales. We also compete in international markets against coal producers in other countries. International demand for U.S. coal exports also affects coal demand in the United States. This competition may affect domestic and foreign coal prices and impact our ability to retain or attract coal customers. For example, competitors using longwall mining technology in the Illinois basin may, as a result of greater production efficiencies, be able to offer lower thermal coal prices compared to coal we produce in Central Appalachia. In addition, if the currencies of our foreign competitors decline against the U.S. dollar or against our customers' currencies, those competitors may be able to offer lower prices to our customers.
In the past, high demand for coal and attractive pricing brought new investors to the coal industry, leading to the development of new mines and added production capacity. Subsequent overcapacity in the industry has contributed, and may continue to contribute, to lower coal prices. In addition, lower coal prices set by our competitors may also put downward pressure on coal prices.

Lower demand for U.S. coal exports would reduce our foreign sales and could negatively impact our revenues and results of operations and could result in additional downward pressure on domestic coal prices.
Coal exports accounted for approximately 20% and 15% of our coal sales volume in 2012 and 2011, respectively. In addition to the factors described above, demand for U.S. coal exports is dependent upon a number of factors outside of our control, including currency exchange rates, ocean freight rates and port and shipping capacity. For example, if the value of the U.S. dollar were to rise against other currencies in the future, our coal would become relatively more expensive and less competitive in international markets, which could reduce our foreign sales and negatively impact our revenues and results of operations. In addition, if the amount of coal exported from the United States were to decline, this decline could cause competition among coal producers in the United States to intensify, potentially resulting in additional downward pressure on domestic coal prices.
Economic downturns and disruptions in the global financial markets have had and could in future have a material adverse effect on the demand for and price of coal, on our sales, margins and profitability, and on our own ability to obtain financing.
In recent years, economic downturns and disruptions in the global financial markets have from time to time resulted in, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others, including real estate. This occurred in particular in connection with the extreme market disruption in 2008, as well as the recent concerns about the debt burden of certain Eurozone countries and the overall stability of the euro. These disruptions, and in particular the tightening of credit in financial markets, have from time to time adversely affected our customers' ability to obtain financing for operations and resulted in a temporary decrease in demand, lower coal prices, the cancellation of some orders for our coal and the restructuring of agreements with some of our customers. Additionally, China is the world's largest importer of coal and decreases in their demand could impact the prices we receive for our export shipments. Any prolonged global, national or regional economic recession or other similar events could have a material adverse effect on the demand for and price of coal, on our sales, margins and profitability, and on our own ability to obtain financing. We are unable to predict the timing, duration and severity of any potential future disruptions in financial markets and potential future adverse economic conditions in the United States and other countries and the impact these events may have on our operations and the industry in general.

The loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues and profitability.
Our largest customer during 2012 accounted for approximately 9% of our total revenues, and sales to our ten largest customers accounted for approximately 42%. These customers may not continue to purchase coal from us as they have previously, or at all. If these customers were to reduce their purchases of coal from us significantly or if we were unable to sell coal to them on terms as favorable to us as the terms under our current agreements, our revenues and profitability could suffer materially.

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We may not be able to extend our existing long-term supply contracts or enter into new ones with customers, and our existing supply contracts may contain certain provisions that may reduce protection from short-term coal price volatility, which could adversely affect the capability and profitability of our operations.
We sell a significant portion of our coal under long-term coal supply agreements (contracts with a term greater than 12 months). The execution of a satisfactory long-term coal supply agreement is frequently the basis on which we undertake the development of coal reserves. During 2012, approximately 52% and 77% of our steam and metallurgical coal sales volume, respectively, was delivered pursuant to long-term contracts. As of January 25, 2013, 8% of our planned shipments for 2013 were uncommitted. We may not be able to enter into coal supply agreements to sell this production on terms, including pricing terms, as favorable to us as our existing agreements. Further, our long-term contracts may sometimes prevent us from capitalizing on more favorable market prices.
When our current contracts with customers expire or are otherwise renegotiated, our customers may decide to purchase fewer tons of coal than in the past or on different terms, including pricing terms less favorable to us.
In large part as a result of increasing and frequently changing regulation, as described above, electric power generators are increasingly less willing to enter into long-term coal supply contracts, instead purchasing higher percentages of coal under short-term supply contracts. This industry shift away from long-term supply contracts could adversely affect us and the level of our revenues. For example, few customers with a contractual obligation to purchase coal from us would increase the risk that we will not have a market for our production. In addition, the prices we receive in the spot market may be less than the contractual price a customer is willing to pay for a committed supply. Spot market prices also tend to be more volatile than contractual prices, which could result in decreased revenues.
In addition, price adjustment, “price reopener” and other similar provisions in long-term supply contracts may reduce the protection from short-term coal price volatility that these contracts traditionally provide. Price reopener provisions are particularly common in international metallurgical coal sales contracts. Some of our coal supply contracts allow for the price to be renegotiated at periodic intervals. Generally, price reopener provisions require the parties to agree on a new price based on the prevailing market price; however, some contracts provide that the new price is set between a pre-set “floor” and “ceiling.” In some cases, failure of the parties to agree on a price under a price reopener provision can lead to termination of the contract or litigation, the outcome of which would be uncertain. During periods of economic weakness, some of our customers may experience lower demand for their products and services and may be unwilling to take all of their contracted tonnage or request a lower price. Customers may make similar requests when market prices have dropped significantly, as has occurred recently. Any adjustment or renegotiation leading to a significantly lower contract price could result in decreased revenues. Accordingly, supply contracts with terms of one year or more may provide only limited protection during adverse market conditions.

Our ability to collect payments from our customers could be impaired if their creditworthiness and financial health deteriorates.
Our ability to receive payment for coal sold and delivered depends on the continued creditworthiness and financial health of our customers. Our customer base is changing with deregulation, as utilities sell their power plants to their non-regulated affiliates or third parties that may be less creditworthy, thereby increasing the risk we bear on payment default. These new power plant owners may have credit ratings that are below investment grade. Furthermore, competition with other coal suppliers could force us to extend credit to customers and on terms that could increase the risk we bear on payment default. In recent years, downturns in the economy and disruptions in the global financial markets have, from time to time, affected the creditworthiness of our customers and limited their liquidity and credit availability.
We also have coal supply contracts with energy trading and brokering companies under which those companies sell coal to end users. These contracts involve an increased risk that we may not be able to collect payment if the creditworthiness of the trading or brokering company declines, as we typically do not have a direct contractual relationship with the end user.
Customers in other countries may be subject to other pressures and uncertainties that may affect their ability to pay, including trade barriers, exchange controls and local economic and political conditions. We derived 42% and 44% of our total revenues from coal sales made to customers outside the United States in 2012 and 2011, respectively.


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Regulatory and Legal Risks

We are subject to a number of lawsuits, including various lawsuits relating to the explosion at the Upper Big Branch mine, which, depending on the outcome, could have adverse financial effects or cause reputational harm to us.

A number of legal actions are pending relating to past safety conditions at former Massey mines, the April 2010 explosion at the Upper Big Branch mine, which we refer to as the UBB explosion, and other related matters, including accusations of securities fraud. Although in December 2011, we entered into a Non-Prosecution Agreement and settlement resolving a number of these matters (see “Legal Proceedings”), a number of legal actions remain outstanding, and it is possible that other actions may be brought in the future.

In particular, we are subject to purported class actions that allege violations of the federal securities laws, derivative actions against current and former Massey directors and officers and actions brought by certain of the families of the twenty-nine miners that died in the UBB explosion and certain employees and contractors alleging injuries as a result of the UBB explosion.

In addition, several former Massey employees have been convicted of or charged with federal criminal charges. Massey's former officers, directors and employees may continue to be subject to future actions and claims. Under the merger agreement with Massey, we agreed to leave in place and not modify provisions contained in the organizational documents of Massey and its subsidiaries and certain related indemnification agreements that grant rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the Massey acquisition and related rights to the advancement of expenses in favor of any current or former director, officer, employee or agent of Massey.
The outcomes of these pending and potential cases and claims are uncertain. Depending on the outcome, these actions could have adverse financial effects or cause reputational harm to us. We may not resolve these actions favorably, may agree to settle or may not be successful in implementing remedial safety measures that may be imposed as a result of some of these actions and/or investigations.
Climate change initiatives could significantly reduce the demand for coal and reduce the value of our coal and gas assets.
 
Global climate change continues to attract considerable public and scientific attention, and the current administration has highlighted action to address climate change as a major priority of its second term. There is concern in particular about the emissions of GHGs, such as carbon dioxide and methane. Combustion of fossil fuels like coal and gas results in the creation of carbon dioxide, which is currently emitted into the atmosphere by coal and gas end users, such as coal-fired electric power generators. As a result, there have been and are expected to be numerous GHG emissions initiatives that could reduce the demand for coal, including:

international action to extend the Kyoto Protocol through 2020 and to enact a new international treaty to take effect thereafter that would more aggressively reduce GHG emissions;
various federal EPA initiatives, including a formal finding under the Clean Air Act that GHG emissions result in “endangerment” to public health and welfare, required annual reporting of GHG emissions; the final “tailoring rule” requiring certain large industrial facilities, including power plants, to obtain permits to emit, and to use best available control technology to curb emissions of, GHGs; and a March 2012 proposed rule to impose federal limits on GHG emissions from new power plants;
state and regional climate change initiatives, such as the Regional Greenhouse Gas Initiative of eastern states and the Western Climate Initiative, and recent and proposed legislation and regulation in various states, including California's GHG cap-and-trade regulations, which took effect for the electricity sector on January 1, 2013 and have the objective of reducing state-wide GHG emissions to 1990 levels by 2020;
litigation by various states and municipal entities seeking to have certain utilities, including some of our customers, reduce their emission of carbon dioxide; and
climate change guidelines for investors and lenders (for example, guidelines announced by three of Wall Street's largest investment banks in February 2008 that require the evaluation of carbon risks in the financing of utility power plants, which may make it more difficult for utilities to obtain financing for coal-fired plants).

Considerable uncertainty is associated with these initiatives, as the content of proposed legislation and regulation is not yet determined and many of the new regulatory initiatives remain subject to governmental and judicial review. Given this uncertainty, the various alternatives proposed and the complex interactions between economic and environmental issues, it is difficult to predict the economic effects of these initiatives.

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However, any regulatory controls on GHG emissions are likely to impose significant costs on many coal-fired power plants and industrial boilers and could have the effect of making them unprofitable. For example, if the EPA's current rule proposal on carbon dioxide emissions becomes final, the construction of new coal-fired power plants may be economically unfeasible using currently available technology. Accordingly, some existing power generators are switching to other fuels that generate fewer emissions, some power plants have closed and others are scheduled to close, and fewer coal-fired plants are being constructed, all of which reduce demand for coal and would reduce the amount of coal that we sell and the prices that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.
In addition, regulatory controls on allowable emissions and the price of emissions allowances have a potentially significant impact on the demand for our coal based on its sulfur content. We sell both higher sulfur and low sulfur coal. More widespread installation by power generators of technology that reduces sulfur emissions may make high sulfur coal more competitive with our low sulfur coal. Decreases in the price of emissions allowances could have a similar effect. Significant increases in the price of emissions allowances could reduce the competitiveness of higher sulfur coal compared to low sulfur coal and possibly natural gas at power plants not equipped to reduce sulfur dioxide emissions. Any of these consequences could result in a decrease in revenues from some of our operations, which could adversely affect our business and results of operations.
Other extensive environmental laws and regulations also could affect our customers, reduce the demand for coal and cause our sales to decline.
 
Our customers' operations are subject to extensive environmental laws and regulations relating to the regulation of emissions and discharges; the storage, treatment and disposal of wastes; and other operational permits. In particular, the Clean Air Act and similar state and local laws extensively regulate the amount of sulfur dioxide, particulate matter, nitrogen oxides, mercury and other compounds emitted into the air from electric power plants, which are the largest end-users of our coal. A series of more stringent requirements may become effective in coming years, including:
implementation of the current and more stringent proposed ambient air quality standards for sulfur dioxide, nitrogen oxides, particulate matter and ozone;
implementation of the EPA's 2005 Clean Air Interstate Rule or a more stringent replacement rule to significantly reduce nitrogen oxide and sulfur dioxide emissions from power plants in 27 eastern states;
implementation of the EPA's December 2011 Mercury and Air Toxics Standards, which impose stringent limits on emissions of mercury and other toxic air pollutants from electric power generators and are being phased in generally over four years; and
more stringent EPA regulations governing management and disposal of coal ash.

See Item 1 “Business-Environmental and Other Regulatory Matters.”
These environmental laws and regulations impose significant costs on our customers, which are increasing as their requirements become more stringent. These costs make coal more expensive to use and make it a less attractive fuel source of energy for our customers. Accordingly, some existing power generators are switching to other fuels that generate fewer emissions, some power plants have closed and others are scheduled to close, and fewer coal-fired plants are being constructed, all of which reduce demand for coal and would reduce the amount of coal that we sell and the prices that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.
The extensive regulation of the mining industry imposes significant costs on us, and future regulations or violations could increase those costs or limit our ability to produce coal.
Our operations are subject to a variety of federal, state and local environmental, health and safety, transportation, labor and other laws and regulations relating to matters such as:
controls on emissions and discharges;
the effects of operations on surface water and groundwater quality and availability;
the storage, treatment and disposal of wastes;
the remediation of contaminated soil, surface and groundwater;
surface subsidence from underground mining; and
employee health and safety, and benefits for current and retired coal miners.

These laws and regulations are becoming increasingly stringent. For example:

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federal and state agencies and citizen groups have increasingly focused on the amount of selenium and other constituents in our wastewater discharges, and over the past five years a number of our subsidiaries have entered into consent decrees and orders imposing penalties and requiring extensive efforts to study and reduce our discharges of selenium and other substances;
MSHA and the state of West Virginia have implemented or proposed changes to mine safety and health requirements to impose more stringent health and safety controls, enhance mine inspection and enforcement practices, increase sanctions, and expand monitoring and reporting; and
as described above, more stringent regulation of GHG emissions is being considered that, if expanded to cover coal mining, could increase our costs, require additional controls, or compel us to limit our current operations, particularly at our underground coal mines.

In addition, these laws and regulations require us to obtain numerous governmental permits (described in more detail below). Federal and state authorities also inspect our operations, and in response to the UBB explosion, federal and West Virginia authorities conducted special inspections of coal mines. We expect the heightened inspection intensity to continue.
We incur substantial costs to comply with the laws, regulations and permits that apply to our mining and other operations, and to address the outcome of inspections. The required compliance and actions are often time-consuming and may delay commencement or continuation of exploration or production. In addition, due in part to the extensive and comprehensive regulatory requirements, violations of laws, regulations and permits occur at our operations from time to time and may result in significant costs to us to correct the violations, as well as substantial civil or criminal penalties and limitations or shutdowns of our operations. For example, in December 2011, we entered into a comprehensive settlement with MSHA in which we resolved various outstanding MSHA civil citations, violations and orders related to the UBB explosion and other matters for approximately $34.8 million (see “Legal Proceedings”). For more information concerning certain violations that have occurred, see Exhibit 95 to this Annual Report on Form 10-K for the year ended December 31, 2012.
MSHA and state regulators may also order temporarily close a mine in the event of certain violations of safety rules, accidents or imminent dangers. In addition, regulators may order changes to mine plans or operations due to their interpretation or application of existing or new laws or regulations. Any required changes to mine plans or operations may result in temporary idling of production or addition of costs.
These factors have had and will continue to have a significant effect on our costs of production and competitive position, and as a result on our results of operations, cash flows and financial condition. New laws and regulations, as well as future interpretations or different enforcement of existing laws and regulations, may have a similar or more significant impact on us, including delays, interruptions or a termination of operations.
Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could result in material liabilities to us.
Our operations, including those of our acquired companies, currently use and have used in the past hazardous materials, and from time to time we generate and have generated in the past limited quantities of hazardous wastes. We may be subject to claims under federal or state law for toxic torts, natural resource damages and other damages as well as for the investigation and clean up of soil, surface water, sediments, groundwater and other natural resources. (For example, see Item 1 “Business Environmental and Other Regulatory Matters” for a discussion of Superfund and RCRA matters.) Such claims may arise out of current or former conditions at sites that we own or operate currently, as well as at sites that we and our acquired companies owned or operated in the past, and at contaminated sites that have always been owned or operated by third parties. Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire share.
We maintain extensive coal slurry impoundments at a number of our mines. These impoundments are subject to extensive regulation. Slurry impoundments maintained by other coal mining operations have been known to fail, causing extensive damage to the environment and natural resources, as well as liability for related personal injuries and property damages. Some of our impoundments overlie mined out areas, which can pose a heightened risk of failure and of resulting damages. If one of our impoundments were to fail, we could be subject to substantial claims for the resulting environmental contamination and associated liability, as well as for fines and penalties. The failure of the fly ash impoundment at the Tennessee Valley Authority's Kingston Power Plant, although not regulated in the same manner as our slurry impoundments, could result in additional scrutiny of our impoundments.

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These and other environmental impacts that our operations may have, as well as exposures to hazardous substances or wastes associated with our operations, could result in costs and liabilities that could materially and adversely affect our financial condition and results of operations.
We may be unable to obtain and renew permits necessary for our operations, which would reduce our production, cash flows and profitability.
Mining companies must obtain numerous regulatory permits that impose strict conditions on various environmental and safety matters in connection with coal mining. The permitting rules are complex and change over time, potentially in ways that may make our ability to comply with the applicable requirements more difficult or impractical or even preclude the continuation of ongoing operations or the development of future mining operations. The public, including special interest groups and individuals, have certain rights under various statutes to comment upon, submit objections to and otherwise engage in the permitting process, including bringing citizens' lawsuits to challenge permits or mining activities. In recent years, the permitting required for coal mining has been the subject of increasingly stringent regulatory and administrative requirements and extensive litigation by environmental groups.
As a result, the permitting process is costly and time-consuming, required permits may not be issued or renewed in a timely fashion (or at all), and permits that are issued may be conditioned in a manner that may restrict our ability to conduct our mining activities efficiently. We may also be required under certain permits to provide authorities data on the impact on the environment of proposed exploration for or production of coal.
In particular, certain of our activities require a Section 404 dredge and fill permit from the Army Corps of Engineers (the “COE”). In recent years, the Section 404 permitting process has been subject to increasingly stringent regulatory and administrative requirements and a series of court challenges, which have resulted in increased costs and delays in the permitting process. The COE has taken action to restrict the availability of its Nationwide Permit 21, and the EPA has announced a new rulemaking that would further address the circumstances when a Section 404 permit is needed. Increasingly stringent requirements governing coal mining also are being considered or implemented under the Surface Mining Control and Reclamation Act, the National Pollution Discharge Elimination System permit process, and various other environmental programs. It is unclear what impact these and other developments may have on the types of conditions or restrictions that will be imposed on our future applications for surface coal mining permits and surface facilities at underground mines.
Many of our permits are subject to renewal from time to time, and renewed permits may contain more restrictive conditions than our existing permits. For example, many of our permits governing surface stream and groundwater discharges and impacts will be subject to new and more stringent conditions to address various new water quality requirements upon renewal over the next several years. To obtain renewed permits, we may have to petition to have stream quality designations changed based on available data, and if we are unsuccessful, we may not be able to continue to operate the facility as planned or at all. Although we have no estimates at this time, our costs to satisfy these conditions could be substantial.
Future changes or challenges to the permitting process could cause additional increases in the costs, time, and difficulty associated with obtaining and complying with the permits, and could delay or prevent commencing or continuing exploration or production operations, and as a result, adversely affect our coal production, cash flows and profitability.
Any failure by third parties to fulfill their indemnification obligations to us could increase our liabilities and adversely affect our results of operations, financial position and cash flows.
In the acquisition agreements entered into with the sellers of the companies that we have acquired (including Coastal Coal Company, Nicewonder and Progress), and agreements that companies we have acquired entered into prior to our acquisition of them, such as the Distribution Agreement entered into by Massey and Fluor as of November 30, 2000 in connection with the spin-off of Fluor by Massey (the “Distribution Agreement”), the respective sellers and, in some cases, their parent companies or other parties, agreed to retain responsibility for and indemnify Alpha against damages resulting from certain third-party claims or other liabilities, such as workers' compensation liabilities, black lung liabilities, postretirement medical liabilities and certain environmental or mine safety liabilities. The obligations of those other parties to indemnify us with respect to their retained liabilities will continue for a substantial period of time and in some cases indefinitely. In other cases, the sellers' indemnification obligations continue for a shorter period of time. Certain indemnification obligations are also subject to deductible amounts and do not cover damages in excess of the applicable coverage limit.
The assertion of third-party claims after the expiration of the applicable indemnification period or in excess of the applicable coverage limit, or the failure of any seller or other applicable party to satisfy their obligations with respect to claims and retained liabilities covered by the applicable agreements or breaches of its representations and warranties could have an

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adverse effect on our results of operations and financial position if claimants successfully assert that we are liable for those claims and/or retained liabilities.
Recently, litigation has been commenced between Fluor and the purchasers of Fluor's prior business regarding the purchasers' obligation to indemnify Fluor against claims and judgment arising out of that business. To the extent the litigation results in a determination that Fluor is not entitled to indemnification from the purchasers, Fluor's ability to satisfy all or some of its indemnification obligations with respect to Alpha's subsidiaries under the Distribution Agreement may be negatively affected. See “Legal Proceedings-Other Legal Proceedings.”
Changes in federal or state income tax laws, particularly in the area of percentage depletion, could cause our financial position and profitability to deteriorate.
The federal government has been reviewing the income tax laws relating to the coal industry regarding percentage depletion benefits. If the percentage depletion tax benefit is reduced or eliminated, our cash flows, results of operations or financial condition could be materially impacted.
Risks Relating to Our Operations
A decline in demand for metallurgical coal would limit our ability to sell our high quality steam coal as higher priced metallurgical coal, which would reduce our revenues and profitability, and could affect the economic viability of some of our mines with higher operating costs.
We are able to mine, process and market some of our coal reserves as either metallurgical coal or high quality steam coal. In deciding our approach to these reserves, management assesses the conditions in the metallurgical and steam coal markets, including factors such as the current and anticipated future market prices of steam coal and metallurgical coal, the generally higher price of metallurgical coal as compared to steam coal, the lower volume of saleable tons that results when producing coal for sale in the metallurgical market rather than the steam market, the increased costs of producing metallurgical coal, the likelihood of being able to secure a longer term sales commitment for steam coal and our contractual commitments to deliver different types of coal to our customers. A decline in demand for metallurgical coal relative to steam coal could cause us to shift coal from the metallurgical market to the steam market, thereby reducing our revenues and profitability.
Some of our mines operate profitably only if all or a portion of their production is sold as metallurgical coal to the steel market. If all the production from these mines had to be sold as steam coal, those mines would not be economically viable and would likely need to be closed, which could lead to asset impairment charges and accelerated reclamation costs, as well as reduced revenue and profitability.
Certain provisions in our long-term supply contracts may result in economic penalties upon our failure to meet specifications.
Coal supply agreements typically contain force majeure provisions allowing temporary suspension of performance by us or the customer during specified events beyond the control of the affected party. Following the UBB explosion, Massey notified certain of its customers that it was declaring force majeure under certain of its sales contracts impacted by the lost tonnage resulting from the explosion and subsequent shutdown at the Upper Big Branch mine. It is possible that certain of these customers may ultimately challenge the declaration of force majeure or contest whether they received timely or proper allocations or amounts of coal following the declaration of force majeure.
In addition, most of our coal supply agreements contain provisions requiring us to deliver coal meeting quality thresholds for certain characteristics such as Btu, sulfur content, ash content, grindability, moisture and ash fusion temperature. Failure to meet these specifications could result in economic penalties, including price adjustments, the rejection of deliveries or termination of the contracts. Further, some of our contracts allow our customers to terminate the contract in the event of regulatory changes that restrict the use or type of coal the customer may use at its facilities or increase the price of coal or the cost of using coal beyond specified limits.
As a result of these issues, we may not achieve the revenue or profit we expect to achieve from our long-term sales commitments.

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Our coal mining production and delivery is subject to conditions and events beyond our control that could result in higher operating expenses and decreased production and sales, which would adversely affect our operating results and could result in impairments to our assets.
A majority of our coal mining operations are conducted in underground mines, with the balance at surface mines. Our coal production at these mines is subject to operating conditions and events beyond our control that could disrupt operations, affect production and the cost of mining for varying lengths of time and have a significant impact on our operating results. Adverse operating conditions and events that we have experienced in the past and may experience in the future include:
changes or variations in geologic conditions, such as the thickness of the coal deposits and the amount of rock embedded in or overlying the coal deposit;
mining, processing and loading equipment failures and unexpected maintenance problems;
limited availability or increased costs of mining, processing and loading equipment and parts and other materials from suppliers;
the proximity to and availability, reliability and cost of transportation facilities;
adverse weather and natural disasters, such as heavy snows, heavy rains and flooding or hurricanes;
accidental mine water discharges;
coal slurry releases and impoundment failures;
unexpected mine safety accidents, including fires and explosions from methane and other sources;
a shortage of skilled labor;
strikes and other labor-related interruptions; and
the termination of material contracts by state or other governmental authorities.

If any of these or other conditions or events occur in the future at any of our mines or affect deliveries of our coal to customers, they may increase our cost of mining and delay or halt production or sales to our customers either permanently or for varying lengths of time, which would adversely affect our operating results and could result in impairments to our assets.
We maintain insurance policies that provide limited coverage for some, but not all, of these risks. Even where covered by insurance, these risks may not be fully covered and insurers may contest their obligations to make payments. Failures by insurers to make payments could have a material adverse effect on our cash flows, results of operations or financial condition.
Our ability to operate our company effectively could be impaired if we fail to attract and retain key personnel.
Our ability to operate our business and implement our strategies depends in part on the efforts of our executive officers and other key employees. In addition, our future success will depend on, among other factors, our ability to attract and retain other qualified personnel. The loss of the services of any of our executive officers or other key employees or the inability to attract or retain other qualified personnel in the future could have a material adverse effect on our business or business prospects.
Mining in Central and Northern Appalachia is more complex and involves more regulatory constraints than mining in other areas of the United States, which could affect our mining operations and cost structures in these areas.
The geological characteristics of Northern and Central Appalachian coal reserves, such as depth of overburden and coal seam thickness, make them complex and costly to mine. As mines become depleted, replacement reserves may not be available or, if available, may not be able to be mined at costs comparable to those of the depleting mines. In addition, compared to mines in the Powder River Basin, permitting, licensing and other environmental and regulatory requirements are more costly and time consuming to satisfy. These factors could materially adversely affect the mining operations and cost structures of, and our customers' ability to use coal produced by, our mines in Northern and Central Appalachia.
Due to our participation in multi-employer pension plans, we may have exposure under those plans that extend beyond what our obligation would be with respect to our employees, and we may be required to make increased contributions due to plan underfunding status.
We contribute to a multi-employer defined benefit pension plan administered by the UMWA. In the event of a partial or complete withdrawal by us from a multi-employee plan that is underfunded, we would be liable for a proportionate share of that plan's unfunded vested benefits. Based on the information available from plan administrators, we believe that our portion of the contingent liability in the case of a full withdrawal or termination would be material to our financial position and results of operations. If any other contributing employer withdraws from an underfunded plan, and that employer (or any member in its controlled group) cannot satisfy its obligations under the plan at the time of withdrawal, then we, along with the other

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remaining contributing employers, would be liable for our proportionate share of the plan's unfunded vested benefits, which would increase our liability in the case of withdrawal by contributing subsidiaries.
The Pension Protection Act of 2006 (“PPA”) requires a minimum funding ratio of 80% be maintained for a multi-employer plan. If the plan is determined to have a funding ratio of less than 80%, it will be deemed to be “seriously endangered”, and if less than 65%, it will be deemed to be “critical”; in either case, it will be subject to additional funding requirements. In October 2012, we received notice that the plan was considered to be in seriously endangered status for the July 1, 2012 plan year, and the plan was projected to have an accumulated funding deficiency by the plan year beginning July 1, 2018. In 2012, a funding improvement plan was sent to all participating companies for adoption. The goals of the funding improvement plan are to improve the funded status and to avoid an accumulated funding deficiency for all plan years in the funding improvement period. The funding improvement plan provides increased contribution rates beginning in 2017. The Plan's funded status is reviewed annually by the certifying actuary. If the funded status does not improve prior to the beginning of 2017, the increase in contribution rates could be substantial, which could have a material effect on our financial condition, results of operations and cash flows.
Our defined benefit pension plans are currently underfunded and we may have to make significant cash payments to the plans, reducing the cash available for our business.
We sponsor defined benefit pension plans in the United States for certain salaried and non-union hourly employees. For these plans, the PPA generally establishes a funding target of 100% of the present value of accrued benefits. Generally, a plan with a funding ratio below the prescribed target is subject to additional contributions requirements (amortization of funding shortfalls). Furthermore, any plan with a funding ratio of less than 80% will be deemed at risk and will be subject to even higher funding requirements. In addition, the value of existing assets held in our pension trust is affected by changes in the economic environment. The volatile financial markets in 2008 and 2009 caused investment income and the value of the investment assets held in our pension trust to decline. As a result, depending on economic recovery and growth in the value of our invested assets, we may be required to make significant cash contributions into the pension trust in order to comply with the funding requirements of the PPA, which could have a material effect on our financial condition, results of operations and cash flows. In 2012, we contributed $0.5 million to our pension plans. We currently expect to make contributions in 2013 for our defined benefit retirement plans up to $20.0 million to maintain a funding ratio of at least 80%.
As of December 31, 2012, our annual measurement date, our defined benefit pension plans were underfunded by $207.1 million. These defined benefit pension plans are subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Under ERISA, the Pension Benefit Guaranty Corporation (“PBGC”), has the authority to terminate an underfunded defined benefit pension plan under limited circumstances. If our U.S. defined benefit pension plans are terminated for any reason while the plans are underfunded, we may incur a liability to the PBGC that could exceed the entire amount of the underfunding, which could have a material effect on our financial condition, results of operations and cash flows.
Expenditures for certain employee benefits could be materially higher than we have anticipated, which could increase our costs and adversely affect our financial results.
We are responsible for certain long-term liabilities under a variety of benefit plans and other arrangements with active and inactive employees. The unfunded status (the excess of projected benefit obligation over plan assets) of these obligations as of December 31, 2012, as reflected in Note 18 to our Consolidated Financial Statements, included $1,006.2 million of postretirement obligations, $231.2 million of defined benefit pension and supplemental employee retirement plan obligations, $180.0 million of self-insured workers' compensation obligations and $141.8 million of self-insured black lung obligations. These obligations have been estimated based on assumptions including actuarial estimates, discount rates, estimates of mine lives, expected returns on pension plan assets and changes in health care costs. We could be required to expend greater amounts than anticipated. In addition, future regulatory and accounting changes relating to these benefits could result in increased obligations or additional costs, which could also have a material adverse effect on our financial results. Several states in which we operate consider changes in workers' compensation laws from time to time, which, if enacted, could adversely affect us.
Cybersecurity attacks, natural disasters and other similar crises or disruptions may negatively affect our business, financial condition and results of operations.
Our business may be impacted by disruptions such as cybersecurity attacks or failures, threats to physical security, and extreme weather conditions or other natural disasters. These disruptions or any significant increases in energy prices that follow could result in government-imposed price controls. It is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition and results of operations.

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Federal healthcare legislation could adversely affect our financial condition and results of operations.
In March 2010, the Patient Protection and Affordable Care Act (“PPACA”) was enacted, potentially impacting our costs of providing healthcare benefits to our eligible active and certain retired employees and workers' compensation benefits related to occupational disease resulting from coal workers' pneumoconiosis (black lung disease). The PPACA has both short-term and long-term implications on benefit plan standards. Implementation of this legislation is expected to extend through 2018. In the short term, our healthcare costs could increase due to, among other things, an increase in the maximum age for covered dependents to receive benefits, changes to benefits for occupational disease related illnesses, the elimination of lifetime dollar limits per covered individual and restrictions on annual dollar limits per covered individual. In the long term, our healthcare costs could increase due to, among other things, an excise tax on “high cost” plans and the elimination of annual dollar limits per covered individual.
Beginning in 2018, the PPACA will impose a 40% excise tax on employers to the extent that the value of their healthcare plan coverage exceeds certain dollar thresholds. We anticipate that certain governmental agencies will provide additional regulations or interpretations concerning the application of this excise tax. We will continue to evaluate the impact of the PPACA, including any new regulations or interpretations, in future periods.
If the assumptions underlying our accruals for reclamation and mine closure obligations prove to be inaccurate, we could be required to expend greater amounts than anticipated.
The SMCRA establishes operational, reclamation and closure standards for all aspects of surface mining as well as deep mining. We accrue for the costs of current mine disturbance and final mine closure, including the cost of treating mine water discharge where necessary. Estimates of our total reclamation and mine-closing liabilities total $856.7 million as of December 31, 2012, are based upon permit requirements and our historical experience, and depend on a number of variables, including the estimated future asset retirement costs, estimated proven reserves, assumptions involving profit margins of third party contractors, inflation rates and discount rates. Furthermore, these obligations are unfunded. If these accruals are insufficient or our liability in a particular year is greater than currently anticipated, our future operating results and financial position could be adversely affected.
Estimates of our economically recoverable coal reserves involve uncertainties, and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs, decreased profitability and asset impairments.
We base our estimates of our economically recoverable coal reserves on engineering, economic and geological data assembled and analyzed by our staff, including various engineers and geologists, and periodically reviewed by outside firms. Our estimates as to the quantity and quality of the coal in our reserves are updated annually to reflect production of coal from the reserves and new drilling, engineering or other data. These estimates depend upon a variety of factors and assumptions, many of which involve uncertainties and factors beyond our control and may vary considerably from actual results, such as:
geological and mining conditions that may not be fully identified by available exploration data or that may differ from experience in current operations;
historical production from the area compared with production from other similar producing areas;
the assumed effects of regulation and taxes by governmental agencies; and
assumptions about coal prices, operating costs, mining technology improvements, development costs and reclamation costs.

For these reasons, estimates of the economically recoverable quantities and qualities attributable to any particular group of properties, classifications of reserves based on risk of recovery and estimates of net cash flows expected from particular reserves prepared by different engineers or by the same engineers at different times may vary substantially. In addition, actual coal tonnage recovered from identified reserve areas or properties and revenues and expenditures with respect to our reserves may vary materially from estimates. Accordingly, our estimates may not accurately reflect our actual reserves. Any inaccuracy in our reserve estimates could result in lower than expected revenues, higher than expected costs, decreased profitability and asset impairments.
Defects in title in our mine properties could limit our ability to recover coal from these properties or result in significant unanticipated costs.
We conduct a significant part of our mining operations on properties that we lease. Title to most of our leased properties and mineral rights is not thoroughly verified until a permit to mine the property is obtained, and in some cases, title is not verified at all. Accordingly, actual or alleged defects in title or boundaries may exist, which may result in the loss of our right

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to mine on the property or in unanticipated costs to obtain leases or mining contracts to allow us to conduct our mining operations on the property, which could adversely affect our business and profitability. In addition, from time to time, the rights of third parties for competing uses of adjacent, overlying or underlying lands, such as oil and gas activity, coalbed methane, pipelines, roads, easements and public facilities, may affect our ability to operate as planned if our title is not superior or arrangements cannot be negotiated. Furthermore, some leases require us to produce a minimum quantity of coal and pay minimum production royalties. If those requirements are not met, the leasehold interest may terminate.
Decreased availability or increased costs of key equipment and materials could impact our cost of production and decrease our profitability.
We depend on reliable supplies of mining equipment, replacement parts and materials such as explosives, diesel fuel, tires and magnetite. The supplier base providing mining materials and equipment has been relatively consistent in recent years, although there continues to be consolidation, which has resulted in a limited number of suppliers for certain types of equipment and supplies. Any significant reduction in availability or increase in cost of any mining equipment or key supplies could adversely affect our operations and increase our costs, which could adversely affect our operating results and cash flows.
In addition, the prices we pay for these materials are strongly influenced by the global commodities market. Coal mines consume large quantities of commodities such as steel, copper, rubber products, explosives and diesel and other liquid fuels. Some materials, such as steel, are needed to comply with regulatory requirements. A rapid or significant increase in the cost of these commodities could increase our mining costs because we have limited ability to negotiate lower prices, and in some cases, do not have a ready substitute.
Disruptions in transportation services and increased transportation costs could impair our ability to supply coal to our customers and adversely affect our business.
In 2012, 70% of our produced and processed coal volume was transported from the load-out or preparation plant to the customer by rail. From time to time, we have experienced deterioration in the reliability of the service provided by rail carriers, which increased our internal coal handling costs. If there is future deterioration in the rail transportation services we use and we are unable to find alternatives, our business could be adversely affected. Some of our operations are serviced by a single rail carrier. Due to the difficulty in arranging alternative transportation, these operations are particularly at risk to disruptions, capacity issues or other difficulties with that carrier's transportation services, which could adversely impact our revenue and return on investment from these operations.
We also depend upon trucks, beltlines, ocean vessels and barges to deliver coal to our customers. In addition, much of our eastern coal is transported from our mines to our loading facilities by trucks owned and operated by third parties. Disruption of any of these transportation services due to weather-related problems, mechanical difficulties, strikes, lockouts, bottlenecks, terrorist attacks and other events could impair our ability to supply coal to our customers, resulting in decreased shipments and revenue. Disruption in shipment levels over longer periods of time could cause our customers to look to other sources for their coal needs, negatively affecting our revenues and profitability.
An increase in transportation costs could have an adverse effect on our ability to increase or to maintain production on a profit-making basis and could therefore adversely affect our revenues and earnings. Because transportation costs represent a significant portion of the total cost of coal for our customers, increases in transportation costs could also reduce overall demand for coal or make our coal production less competitive than coal produced from other sources.
Because we purchase coal to be blended and resold with coal that we produce, disruption in supplies of coal produced by third parties could impair our ability to fill customers' orders or increase our costs.
We sold 1.9 million tons of coal purchased from third parties during 2012, representing approximately 1.8% of our total coal sales volume during 2012. The majority of the coal that we purchase from third parties is blended with coal produced from our mines prior to resale, and we also process a portion of the coal that we purchase from third parties prior to resale. The availability of the coal we purchase may decrease and prices may increase as a result of, among other things, changes in overall coal supply and demand levels, consolidation in the coal industry and new laws or regulations. Disruption in our supply of purchased coal could impair our ability to fill our customers' orders or require us to pay higher prices to obtain the required coal from other sources. Any increase in the prices we pay for purchased coal could increase our costs and therefore lower our earnings.

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Our work force could become increasingly unionized in the future and our unionized or union-free work force could strike, which could adversely affect the stability of our production and reduce our profitability.
Approximately 89% of our 2012 coal production came from mines operated by union-free employees, and approximately 89% of our workforce is union-free, as of December 31, 2012. However, under the National Labor Relations Act, employees have the right at any time to form or affiliate with a union. Any further unionization of our employees or the employees of third-party contractors who mine coal for us could adversely affect the stability of our production and reduce our profitability.

Certain of our subsidiaries have wage agreements with the UMWA or other unions that expire at various times. Certain of our idled operations have wage agreements that can be terminated either by us or the union with notice, which could be a risk if those operations become active in the future. As is the case with our union-free operations, the union-represented employees could strike, which would disrupt our production, increase our costs and disrupt shipments of coal to our customers, and could result in the closure of affected mines, all of which could reduce our profitability.

Past and future acquisitions and other strategic transactions involve a number of risks, any of which could result in a material adverse effect on our business, financial condition or results of operations.

Our ability to grow depends in part on our ability to identify, negotiate, complete and integrate suitable acquisitions. In the past five years, we have completed several significant acquisitions, including the Massey Acquisition, and several smaller acquisitions, joint ventures and investments. Our ability to complete these transactions is subject to the availability of attractive targets that can be successfully integrated into our existing business and that will provide us with complementary capabilities, products or services on terms acceptable to us, as well as general market conditions, among other things.

Risks inherent in acquisition and other strategic transactions include:

uncertainties in assessing the value, strengths, and potential profitability, and identifying the extent of all weaknesses, risks, contingent and other liabilities, of acquisition candidates;
the potential loss of key customers, management and employees of an acquired business;
the ability to achieve identified operating and financial synergies from an acquisition in the amounts and on the timeframe due to inaccurate assumptions underlying estimates of expected cost savings, the deterioration of general industry and business conditions, unanticipated legal, insurance and financial compliance costs, or other factors;
the ability of management to manage successfully our exposure to pending and potential litigation and regulatory obligations;
unanticipated increases in competition that limit our ability to expand our business or capitalize on expected business opportunities, including retaining current customers; and
unanticipated changes in business, industry, market, or general economic conditions that differ from the assumptions underlying our rationale for pursuing the acquisition.

The ultimate success of an acquisition or other strategic transaction will depend in part on our ability to continue to realize the anticipated synergies, business opportunities and growth prospects from combining the acquired businesses with ours. We may not be able to successfully integrate the companies, businesses or properties that we acquire. Problems that could arise from the integration of the acquired business may involve:
coordinating management and personnel and managing different corporate cultures;
applying our Running Right program at acquired mines and facilities;
establishing, testing and maintaining effective internal control processes and systems of financial reporting to the acquired business, particularly in the case of private company acquisitions;
the diversion of our management's and our finance and accounting staff's resources and time commitments, and the disruption of either our or the acquired company's ongoing businesses;
tax costs or inefficiencies, and
inconsistencies in standards, information technology systems, procedures or policies.

Any one or more of these factors could cause us not to realize the benefits anticipated from a transaction, adversely affect our ability to maintain relationships with clients, employees or other third parties or reduce our earnings.

Moreover, any acquisition or other strategic transaction we pursue could materially affect our liquidity and capital resources and may require us to incur indebtedness, seek equity capital or both. Future transactions could also result in our assuming more long-term liabilities relative to the value of the acquired assets than we have assumed in our previous acquisitions. Further, acquisition accounting rules require changes in certain assumptions made subsequent to the measurement

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period as defined in current accounting standards, to be recorded in current period earnings, which could affect our results of operations.

We may incur additional goodwill impairment charges which may require us to record a significant charge to earnings.

In accordance with U.S. generally accepted accounting principles (“GAAP”), we are required to assess our goodwill to determine if it is impaired on an annual basis and more frequently in the event of circumstances indicating potential impairment. These circumstances could include a decline in our actual or expected future cash flows or income, a significant adverse change in the business climate or in our industry, or a decline in market capitalization, among others. If our goodwill testing indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill and the implied fair value of the goodwill in the period the determination is made. For example, we recorded impairment charges of $1,713.5 million during the year ended December 31, 2012 to reduce the carrying value of goodwill to its implied fair value for certain of our reporting units in Eastern and Western Coal Operations. We continue to carry goodwill on our balance sheet, and it is possible that in future, we may be required to record additional impairment charges for our goodwill. These charges could be significant, which could have a material adverse effect on our business, results of operations or financial condition.

Our business will be adversely affected if we are unable to develop or acquire additional coal reserves that are economically recoverable.

Our profitability depends substantially on our ability to mine in a cost-effective manner coal reserves of the quality our customers need. Although we have coal reserves that we believe will support current production levels for more than 20 years, we have not yet developed the mines for all our reserves. We may not be able to mine all of our reserves as profitably as we do at our current operations. In addition, in order to develop our reserves, we must receive various governmental permits. As discussed above, some of these permits are becoming increasingly more difficult and expensive to obtain and the review process continues to lengthen. We may be unable to obtain the necessary permits on terms that would permit us to operate profitably or at all.

Because our reserves are depleted as we mine our coal, our future success and growth depend in part on our ability to acquire additional coal reserves that are economically recoverable. Our planned development projects and acquisition activities may not result in significant additional reserves, and we may not succeed in developing new mines or expanding existing mines beyond our existing reserves. Replacement reserves may not be available when required or, if available, may not be able to be mined at costs comparable to those of the depleting mines. We may not be able to accurately assess the geological characteristics of any reserves that we now own or subsequently acquire, which may adversely affect our profitability and financial condition. Exhaustion of reserves at particular mines also may have an adverse effect on our operating results that is disproportionate to the percentage of overall production represented by those mines. Our ability to acquire other reserves in the future could be limited by restrictions under our existing or future debt agreements, competition from other coal companies for attractive properties or the lack of suitable acquisition candidates available on commercially reasonable terms, among other factors. If we are unable to replace or increase our coal reserves on acceptable terms, our production and revenues will decline as our reserves are depleted, and our goodwill may become impaired.
Disruptions in supplies of coal from mines operated by third party contractors could impair our ability to fill customers' orders or increase our costs.
We use third-party contractors to operate some of our mines. Operational difficulties at these mines, increased competition for contract miners from other coal producers and other factors beyond our control could affect the availability, pricing and quality of coal produced for us by contractors. Disruption in our supply of contractor-produced coal could impair our ability to fill our customers' orders or require us to pay higher prices obtain the required coal from other sources. Any increase in the prices we pay for contractor-produced coal could increase our costs and therefore lower our earnings.
Changes in fair value of derivative instruments that are not accounted for as a hedge could cause volatility in our earnings.
Derivative financial instruments are recognized as either assets or liabilities and are measured at fair value. Changes in fair value are recognized either in earnings or equity, depending on whether the transaction qualifies for cash flow hedge accounting, and if so, how effective the derivatives are at offsetting price movements in the underlying exposure. We account for some of our coal forward purchase and sales agreements as derivative instruments. We also use enter into commodity swap and option agreements for a portion of our diesel fuel needs to reduce the risk that changes in the market price of diesel fuel can have on our operations. Some of these agreements have not been designated as qualifying cash flow hedges, so we are required

43


to record changes in fair value of these derivative instruments in earnings. These changes in fair value can have a significant non-cash impact on our earnings from period to period.
Our hedging activities for diesel fuel may prevent us from benefiting from price decreases.
We enter into hedging arrangements, primarily financial swap contracts, for a portion of our anticipated diesel fuel needs. As of December 31, 2012, we had financial swap contracts with respect to approximately 53% and 39% of our calendar year 2013 and 2014 expected diesel fuel needs, respectively. While our hedging strategy provides us protection in the event of price increases for diesel fuel, it may also prevent us from the benefits of price decreases. If prices for diesel fuel decrease significantly below our swap prices, it could have a material effect on our financial condition, result of operations and cash flows. We are also exposed to counterparty risk related to our swap counterparties.
Risks Relating to Our Liquidity
Our substantial indebtedness exposes us to various risks.
At December 31, 2012, we had $3,449.9 million of indebtedness outstanding before discounts applied for financial reporting, representing 41% of our total capitalization, of which $1,266.7 million will mature in the next three years. In addition, at December 31, 2012, we had $0.3 million of letters of credit outstanding under our credit facility and $160.2 million of letters of credit outstanding under our accounts receivable securitization facility.
Our substantial indebtedness could have important consequences to our business. For example, it could:
make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;
force us to seek additional capital, restructure or refinance our debts, or sell assets;
cause us to be less able to take advantage of significant business opportunities such as acquisition opportunities and to react to changes in market or industry conditions;
cause us to use a portion of our cash flow from operations for debt service, reducing the availability of working capital and delaying or preventing investments, capital expenditures, research and development and other business activities;
cause us to be more vulnerable to general adverse economic and industry conditions;
expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under our credit facility, will be at variable rates of interest;
make us more highly leveraged than some of our competitors, which could place us at a competitive disadvantage;
limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes; and
result in a downgrade in the credit rating of our indebtedness, which could harm our ability to incur additional indebtedness and result in more restrictive borrowing terms, including increased borrowing costs and more restrictive covenants, all of which could affect our internal cost of capital estimates and therefore impact operational and investment decisions.

Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at that time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations, and the terms of existing or future debt instruments may restrict us from adopting some of these alternatives.
Our ability to make the required payments on our indebtedness is dependent on the cash flow generated by our subsidiaries, which may be constrained by legal, contractual, market or operating conditions from paying us dividends.
We will be dependent to a significant extent on the generation of cash flow by our subsidiaries and their ability to make that cash available to us, by dividend, debt repayment or otherwise. These subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each of these subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required payments of principal, premium, if any, and interest on our indebtedness.

44


We may incur more debt which could further exacerbate the risks associated with our significant indebtedness.
We may incur additional indebtedness in the future under the terms of our credit facility and the indentures governing our debt securities. Our credit facility provides for a revolving line of credit of up to $1.0 billion, with no borrowings outstanding as of December 31, 2012. The addition of new debt to our current debt levels could increase the related risks that we now face. For example, the spread over the variable interest rate applicable to loans under our revolving line of credit is dependent on our leverage ratio, and it would increase if our leverage ratio increases. Additional drawings under our revolving line of credit could also limit the amount available for letters of credit in support of bonding obligations for our mines.
The terms of our credit facilities and the indentures governing our notes limit our and our subsidiaries' ability to take certain actions, which may limit our operating and financial flexibility and adversely affect our business.
Our credit facilities and the indentures governing our notes contain a number of significant restrictions and covenants that limit our ability and our subsidiaries' ability to, among other things, incur additional indebtedness, enter into sale and leaseback transactions, pay dividends, make redemptions and repurchases of certain capital stock, make loans and investments, create liens, engage in transactions with affiliates, and merge or consolidate with other companies or sell substantially all of our assets. These covenants could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.
Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with our covenants and payment obligations contained in our credit facility and the indentures governing our notes. If we violate these covenants or obligations under any of these agreements and are unable to obtain waivers from our lenders, our debt under all of these agreements would be in default and could be accelerated by our lenders. If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our debt is in default for any reason, our business, financial condition, results of operations and cash flows could be materially and adversely affected. Other covenants must be met for us to be able to access available capacity under our credit facility, including the maintenance of $500 million of liquidity through the end of 2014. If we are unable to access undrawn capacity when we need it, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Certain terms of our 2.375% convertible notes due 2015 and our 3.25% convertible notes due 2015 may adversely impact our liquidity.
Upon conversion of our 2.375% convertible notes due 2015 and our 3.25% convertible notes due 2015, we will be required to make certain cash payments to holders of converted notes. As a result, the conversion of the convertible notes may significantly reduce our liquidity, and we may not have sufficient funds to make these payments. Our failure to make these payments with respect to our convertible notes would cause a default under the relevant indentures and a cross default under our other indentures and our credit facility.
Failure to maintain capacity for required letters of credit could limit our available borrowing capacity under our credit facilities, limit our ability to provide financial assurance for self-insured obligations and negatively impact our ability to obtain additional financing to fund future working capital, capital expenditure or other general corporate requirements.
At December 31, 2012, we had $160.5 million of letters of credit in place, of which $0.3 million was outstanding under our credit facility and $160.2 million was outstanding under our A/R Facility. These outstanding letters of credit supported workers' compensation bonds, coal mining reclamation obligations, UMWA retiree health care obligations, and other miscellaneous obligations. Our credit facility provides for revolving commitments of up to $1.0 billion, all of which can be used to issue letters of credit, and our accounts receivable securitization facility provides for the issuance of up to $275.0 million in letters of credit. Obligations secured by letters of credit may increase in the future. Any such increase would limit our available borrowing capacity under our current or future credit facilities and could negatively impact our ability to obtain additional financing to fund future working capital, capital expenditures or other general corporate requirements. Moreover, if we do not maintain sufficient borrowing capacity under our revolving credit facility and accounts receivable securitization facility for additional letters of credit, we may be unable to provide financial assurance for our mining operations.

45


Failure to obtain or renew surety bonds on acceptable terms or maintain self-bonding status could affect our ability to secure reclamation and coal lease obligations, which could adversely affect our ability to mine or lease coal.
Federal and state laws require us to obtain surety bonds to secure payment of certain long-term obligations such as mine closure or reclamation costs, federal and state workers' compensation costs, coal leases and other obligations. These bonds are typically renewable annually. Surety bond issuers and holders may not continue to renew the bonds, may demand less favorable terms upon renewal or may impose new or increased collateral requirements. We also maintain self-bonding in certain states, and the relevant state regulators may determine that we are no longer eligible for that status, which would require us to acquire additional surety bonds from third parties. Those events could result from a variety of factors including, without limitation:
a significant decline in our financial position or creditworthiness;
the lack of availability, higher expense or unfavorable market terms of new bonds;
restrictions on the availability of collateral for current and future third-party surety bond issuers under the indentures governing our outstanding debt and under our credit agreements;
the exercise by third-party surety bond issuers of their right to refuse to renew the surety or to require collateral for new or existing bonds; and
a determination by state regulators that a change to our self-bonding status is necessary to protect the state's interests.

We have discussions from time to time, including recently, with state regulators regarding our self-bonding status and with surety bond providers regarding our existing and current surety bonds. In addition, if the financial markets experience the instability and volatility that they did in the recent past, our current surety bond providers may experience difficulties in providing new surety bonds to us, maintaining existing surety bonds, or satisfying liquidity requirements under existing surety bond contracts.
A failure to maintain our self-bonding status, difficulty in acquiring surety bonds or additional collateral requirements would increase our costs and likely require greater use of our credit facility, A/R Facility or alternative sources of funding for this purpose, which would reduce our liquidity. If we were to be unable to provide the financial assurance that is required by state and federal law to secure our reclamation and coal lease obligations, our ability to mine or lease coal and, as a result, our results of operations could be adversely affected.
We may be unable to repurchase our debt if we experience a change of control.
Under certain circumstances, we will be required, under the terms of the indentures governing our various series of notes, to offer to purchase all of the outstanding notes of each series at either 100% or 101%, as the case may be, of their principal amount if we experience a change of control. If a change of control were to occur, we may not have sufficient funds to purchase our various series of notes or any other securities that we would be required to offer to purchase. We also might not be able to obtain additional financing to fund those purchases. Our failure to repurchase the notes upon a change of control would cause a default under the relevant indentures and a cross default under our other indentures and our credit facility. A change of control (as defined for purposes of our credit facility) is also an event of default under the credit facility that would permit lenders to accelerate the maturity of certain borrowings. If that were to occur, we may not be able to replace our credit facility on terms equal to or more favorable than the current terms, or at all. Any of our future debt agreements may contain similar provisions as our existing indentures or credit facility.
Risks Relating to Our Common Stock
Sales of additional shares of our common stock, the exercise or granting of additional equity securities or conversion of our convertible notes could cause the price of our common stock to decline.
Sales of substantial amounts of our common stock in the open market and the availability of those shares for sale could adversely affect the price of our common stock. In addition, future issuances of equity securities, including issuances pursuant to outstanding stock-based awards under our long-term incentive plans or the conversion of convertible notes, could dilute the interests of our existing stockholders and could cause the market price for our common stock to decline. We may issue equity or equity-lined securities in the future for a number of reasons, including to finance our operations and business strategy, adjust our ratio of debt to equity, satisfy claims or obligations or for other reasons. The price of our common stock could also be affected by hedging or arbitrage trading activity that may exist or develop involving our common stock and our convertible notes.

46


We do not intend to pay cash dividends on our common stock in the foreseeable future.
We have never declared or paid a cash dividend, and our Board of Directors periodically evaluates the initiation of dividends. If we were to decide in the future to pay dividends, our ability to do so would be dependent on the ability of our subsidiaries to make cash available to us, by dividend, debt repayment or otherwise. Our ability to pay dividends is limited by restrictions in our credit facility.
Provisions in our organizational documents and the instruments governing our debt may discourage a takeover attempt even if doing so might be beneficial to our stockholders.
Provisions contained in our certificate of incorporation and bylaws could impose impediments to the ability of a third party to acquire us even if a change of control would be beneficial to our stockholders. Provisions of our certificate of incorporation and bylaws impose various procedural and other requirements, which could make it more difficult for stockholders to effect certain corporate actions. For example, our certificate of incorporation authorizes our board of directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders. Thus, our board of directors can authorize the issuance of shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. These provisions may have the effect of delaying or deterring a change of control of our Company, and could limit the price that certain investors might be willing to pay in the future for shares of our common stock.
If a “fundamental change” (as defined in the indentures governing our convertible notes) occurs, holders of the convertible notes will have the right, at their option, either to convert their convertible notes or require us to repurchase all or a portion of their convertible notes. In the event of a “make-whole fundamental change” (as defined in the indentures governing our convertible notes), we also may be required to increase the conversion rate applicable to any convertible notes surrendered for conversion. If a “change in control” (as defined in the indentures governing our senior notes) occurs, holders of the senior notes will have the right to require us to repurchase all or a portion of their senior notes. In addition, each indenture prohibits us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity is a U.S. entity that assumes our obligations under the applicable notes. Our credit facility imposes similar restrictions on us, including with respect to mergers or consolidations with other companies and the sale of substantially all of our assets. These provisions could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders.
 
Item 1B. Unresolved Staff Comments
 
None.
 
Item 2. Properties
 
Coal Reserves
 
“Reserves” are defined by the Securities and Exchange Commission (“SEC”) Industry Guide 7 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. “Proven (Measured) Reserves” are defined by SEC Industry Guide 7 as reserves for which (1) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (2) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. “Probable reserves” are defined by SEC Industry Guide 7 as reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
 
Information about our reserves consists of estimates based on engineering, economic and geological data assembled and analyzed by our internal engineers, geologists and finance associates, as well as third party consultants we retained. We periodically update our reserve estimates to reflect past coal production, new drilling information and other geological or mining data, and acquisitions or sales of coal properties. Coal tonnages are categorized according to coal quality, mining method, permit status, mineability and location relative to existing mines and infrastructure. Further scrutiny is applied using geological criteria and other factors related to profitable extraction of the coal. These criteria include seam height, roof and floor conditions, yield and marketability.
 

47


Since November 2004, we have retained third party consultants to verify reserves for our major acquisitions, as well as to conduct ongoing reserve updates, on an annual basis, for specific properties that have undergone substantial modification to the reserve base. Properties that have undergone insignificant or no changes are carried forward without re-evaluation.  These reviews include the preparation of reserve maps and the development of estimates by certified professional geologists based on data supplied by us and using standards accepted by government and industry, including the methodology outlined in U.S. Circular 891. Reserve estimates were developed using criteria to assure that the basic geologic characteristics of the reserve (such as minimum coal thickness and wash recovery, interval between deep mineable seams and mineable area tonnage for economic extraction) were in reasonable conformity with existing and recently completed operation capabilities on our properties.

We estimate that, as of December 31, 2012, we owned or leased total proven and probable coal reserves of approximately 4,570.9 million tons. We believe that we have sufficient reserves to replace capacity from depleting mines for the foreseeable future and that our current reserves are one of our strengths. We believe that the current level of production at our major mines is sustainable for the foreseeable future.
 
Of the 4,570.9 million tons, approximately 2,344.9 million tons were assigned reserves that we expect to be mined in future operations. Approximately 2,226.0 million tons were unassigned reserves that we are holding for future development. All of our reserves in Wyoming are assigned. Approximately 69% of our reserves are classified as high Btu coal (coal delivered with an average heat value of 12,500 Btu per pound or greater). Approximately 63% of our reserves have sulfur content of less than 1%.
 
As with most coal-producing companies that operate in Appalachia, the great majority of our Appalachian reserves are subject to leases from third-party landowners. These leases convey mining rights to the coal producer in exchange for a percentage of gross sales in the form of a royalty payment to the lessor, subject to minimum payments. Of our Appalachian reserve holdings at December 31, 2012, 710.6 million tons of reserves were owned and required no royalty or per-ton payment to other parties. Our remaining Appalachian reserve holdings at December 31, 2012, of 3,060.5 million tons were leased and require minimum royalty and/or per-ton payments.
 
Our mines in Wyoming are subject to federal coal leases that are administered by the U.S. Department of Interior under the Federal Coal Leasing Amendment Act of 1976. Each lease requires diligent development of the lease within ten years of the lease award with a required coal extraction of 1.0% of the reserves within that 10-year period. At the end of the 10-year development period, the mines are required to maintain continuous operations, as defined in the applicable leasing regulations. All of our federal leases are in full compliance with these regulations. We pay to the federal government an annual rent of $3.00 per acre and production royalties of 12.5% of gross proceeds on surface mined coal. Effective October 1, 2008, the Federal Government remits 48% of royalties, rentals and any lease bonus payments to the state of Wyoming. Of our Wyoming reserve holdings at December 31, 2012, 39.8 million tons of reserves are owned and require no royalty or per-ton payments. Our remaining Wyoming reserve holdings at December 31, 2012, of 731.7 million tons were leased and were subject to the terms described above.
 
Our idled mine in Illinois (“Wabash”) is subject to coal leases and requires payments of minimum royalties, payable in periodic installments. We expect to continue leasing these reserves until future development is feasible. Our reserve holdings attributable to Wabash at December 31, 2012 were 28.3 million tons.
 
Although our coal leases have varying renewal terms and conditions, they generally last for the economic life of the reserves. According to our current mine plans, any leased reserves assigned to a currently active operation will be mined during the tenure of the applicable lease. Because the great majority of our leased or owned properties and mineral rights are covered by detailed title abstracts prepared when the respective properties were acquired by predecessors in title to us and our current lessors, we generally do not thoroughly verify title to, or maintain title insurance policies on, our leased or owned properties and mineral rights.
 
The following table summarizes, by location, our proven and probable coal reserves as of December 31, 2012.


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Reportable
Segment
 
Coal Basin
 
Location
 
Total Recoverable
Reserves Proven &
Probable (1)
 
Proven
Reserves
 
Probable
Reserves
East
 
CAPP
 
Virginia, West Virginia, Kentucky
 
2,830.7

 
1,861.6

 
969.1

 
 
NAPP
 
Pennsylvania
 
940.4

 
593.8

 
346.6

West
 
Powder River Basin
 
Wyoming
 
771.5

 
752.9

 
18.6

 
 
Totals from active operations
 
 
 
4,542.6

 
3,208.3

 
1,334.3

 
 
Percentages from active operations
 
 
 
 

 
71
%
 
29
%
 
 
 
 
 
 
 
 
 
 
 
N/A
 
Illinois Basin
 
Illinois
 
28.3

 
20.3

 
8.0

 
 
Total from all operations
 
 
 
4,570.9

 
3,228.6

 
1,342.3

 
 
Percentage from all operations
 
 
 
 

 
71
%
 
29
%
 
The following table provides the “quality” (sulfur content and average Btu content per pound) of our proven and probable coal reserves by location as of December 31, 2012.
 
 
 
 
 
 
Recoverable Reserves Proven
& Probable
(1)
 
Sulfur Content
 
Average BTU
Reportable
Segment
 
Coal Basin
 
Location
 
 
<1%
 
1.0% - 1.5%
 
>1.5%
 
>12,500
 
<12,500
East
 
CAPP
 
Virginia, West Virginia, Kentucky
 
2,830.7

 
1,985.8

 
625.9

 
219.0

 
2,293.2

 
537.5

 
 
NAPP
 
Pennsylvania
 
940.4

 
110.2

 
47.2

 
783.0

 
844.7

 
95.7

West
 
Powder River Basin
 
Wyoming
 
771.5

 
771.5

 

 

 

 
771.5

 
 
Totals from active operations
 
 
 
4,542.6

 
2,867.5

 
673.1

 
1,002.0

 
3,137.9

 
1,404.7

 
 
Percentages from active operations
 
 
 
 

 
63
%
 
15
%
 
22
%
 
69
%
 
31
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/A
 
Illinois Basin
 
Illinois
 
28.3

 

 

 
28.3

 

 
28.3

 
 
Total from all operations
 
 
 
4,570.9

 
2,867.5

 
673.1

 
1,030.3

 
3,137.9

 
1,433.0

 
 
Percentage from all operations
 
 
 
 

 
63
%
 
15
%
 
22
%
 
69
%
 
31
%
 
The following table summarizes, by location, the tonnage of our coal reserves that is assigned to our operating mines, our property interest in those reserves and whether the reserves consist of steam or metallurgical coal, as of December 31, 2012.
 
 
 
 
 
 
Recoverable Reserves Proven & Probable (1)
 
 
 
 
 
 
Reportable Segment
 
 
 
 
 
 
Total Tons
 
Total Tons
 
 
 
Coal Basin
 
Location
 
 
Assigned (2)
 
Unassigned (2)
 
Owned
 
Leased
 
Coal Type (3)
 
 
 
 
 
 
(In millions of tons)
 
 
East
 
CAPP
 
Virginia, West Virginia, Kentucky
 
2,830.7

 
1,392.5

 
1,438.2

 
259.0

 
2,571.7

 
Steam and Metallurgical
 
 
NAPP
 
Pennsylvania
 
940.4

 
180.9

 
759.5

 
451.6

 
488.8

 
Steam and Metallurgical
West
 
Powder River Basin
 
Wyoming
 
771.5

 
771.5

 

 
39.8

 
731.7

 
Steam
 
 
Total from active operations
 
 
 
4,542.6

 
2,344.9

 
2,197.7

 
750.4

 
3,792.2

 
 
 
 
Percentage from active operations
 
 
 
 

 
52
%
 
48
%
 
17
%
 
83
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/A
 
Illinois Basin
 
Illinois
 
28.3

 

 
28.3

 

 
28.3

 
Steam
 
 
Total from all operations
 
 
 
4,570.9

 
2,344.9

 
2,226.0

 
750.4

 
3,820.5

 
 
 
 
Percentage from all operations
 
 
 
 

 
51
%
 
49
%
 
17
%
 
83
%
 
 
 _________________________

(1) 
Recoverable reserves represent the amount of proven and probable reserves that can actually be recovered taking into account all mining and preparation losses involved in producing a saleable product using existing methods under current law. The reserve numbers set forth in the table exclude reserves for which we have leased our mining rights to third parties. Reserve information reflects a coal moisture factor on an “as received” basis, which means measuring coal in its natural state and not after it has dried in a laboratory setting. We have measured all reserves on an “as received” basis. This moisture factor on our delivered coal can vary depending on the quality of coal and the processing requirements.

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(2) 
Assigned reserves represent recoverable coal reserves that can be mined without a significant capital expenditure for mine development, whereas unassigned reserves will require significant capital expenditures to mine the reserves.
(3) 
Almost all of our reserves that we currently market as metallurgical coal also possess quality characteristics that would enable us to market them as steam coal.
(4) 
The Wabash mine, an idled room-and-pillar operation, located in Wabash County, Illinois, has been on long-term idled status since April 2007. Idled facilities at Wabash include a preparation plant and rail loading facility on the Norfolk Southern Railway. If conditions warrant, the mine could be re-opened with less capital investment than would be required to develop a new underground mine.




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51


The following map shows the locations of Alpha’s shipping points as of December 31, 2012:



52


See Item 1, “Business”, for additional information regarding our coal operations and properties.


53


 Item 3. Legal Proceedings
 
For a description of the Company’s legal proceedings, see Note 21 to the Consolidated Financial Statements contained elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference.
 
Item 4. Mine Safety Disclosures
 
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report on Form 10-K.
 
PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
The initial public offering of Old Alpha’s common stock occurred on February 15, 2005, and its common stock was then listed on the New York Stock Exchange under the symbol “ANR.”  There was no public market for the common stock of Old Alpha prior to this date.  On July 31, 2009, after the Foundation Merger, the common stock of Foundation, the surviving company of the Foundation Merger, which was renamed Alpha Natural Resources, Inc., replaced the common stock of Old Alpha on the New York Stock Exchange listing under the symbol “ANR”, and the Company’s common stock has since continued to trade under the symbol “ANR”.
 
Price range of our common stock
 
The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock reported in the New York Stock Exchange consolidated tape.
 
2012
 
High
 
Low
First Quarter
 
$23.68
 
$14.54
Second Quarter
 
$17.30
 
$7.46
Third Quarter
 
$9.74
 
$5.28
Fourth Quarter
 
$10.17
 
$6.22
 
2011
 
High
 
Low
First Quarter
 
$68.05
 
$49.58
Second Quarter
 
$61.66
 
$40.65
Third Quarter
 
$47.25
 
$17.65
Fourth Quarter
 
$29.29
 
$15.49
 
As of December 31, 2012, there were 5,693 registered holders of record of our common stock. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
 
Dividend Policy
 
We do not presently pay dividends on our common stock. Our Board of Directors periodically evaluates the initiation of dividends.
 
Equity Compensation Plan Information
 
The section of our Proxy Statement entitled “Equity Compensation Plan Information” is incorporated herein by reference.

Stock Performance Graph
 

54


The following stock performance graph compares the cumulative total return to stockholders on an annual basis on our common stock with the cumulative total return to stockholders on an annual basis on four indices, the S&P 500 Index, the S&P 400 Index, the Russell 3000 Index and the Bloomberg US Coal Index. In addition, the stock performance graph includes the dates of the Foundation Merger (July 31, 2009) and the Massey Acquisition (June 1, 2011).
 
The graph assumes that:
 
you invested $100 in Old Alpha common stock and in each index at the closing price on December 31, 2007;
all dividends were reinvested; and
you continued to hold your investment through December 31, 2012.

You are cautioned against drawing any conclusions from the data contained in this graph, as past results are not necessarily indicative of future performance.  The indices used are included for comparative purposes only and do not indicate an opinion of management that such indices are necessarily an appropriate measure of the relative performance of our stock.
  
_______________________________
* $100 invested on 12/31/07 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31
 

55


 
 
12/31/2007
 
12/31/2008
 
7/31/2009
 
12/31/2009
 
12/31/2010
 
6/1/2011
 
12/31/2011
 
12/31/2012
Alpha Natural Resources
 
$
100.00

 
$
49.85

 
$
102.56

 
$
133.56

 
$
184.82

 
$
164.41

 
$
62.90

 
$
29.99

S&P 500
 
$
100.00

 
$
61.51

 
$
67.25

 
$
75.94

 
$
85.65

 
$
89.53

 
$
85.65

 
$
97.13

S&P 400*
 
$
100.00

 
$
62.72

 
$
73.18

 
$
84.67

 
$
105.72

 
$
113.65

 
$
102.44

 
$
118.90

Russell 3000
 
$
100.00

 
$
61.30

 
$
67.89

 
$
76.91

 
$
88.26

 
$
92.65

 
$
87.44

 
$
99.66

Bloomberg US Coal Index
 
$
100.00

 
$
31.03

 
$
40.30

 
$
54.93

 
$
72.74

 
$
69.66

 
$
38.74

 
$
27.35

* The S&P 400 Index has been included above as our stock was moved from the S&P 500 Index to the S&P 400 Index during 2012.

Repurchase of Common Stock
 
On May 19, 2010, the Board of Directors authorized a share repurchase program, which permitted us to repurchase up to $125 million of our outstanding common stock, par value $0.01 per share (“Shares”).  The program enabled us to repurchase Shares from time to time, as market conditions warrant. The program was completed during 2011.  On August 22, 2011, the Board of Directors authorized an additional share repurchase program, which permits us to repurchase up to $600 million of Shares from time to time, as market conditions warrant.
 
The following table summarizes information about shares of common stock that were repurchased during the fourth quarter of 2012.
 
 
 
Total Number
of Shares
Purchased (1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased 
as Part of Publicly
Announced Share
Repurchase
Programs (2)
 
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Programs
(000’s omitted) (3)
October 1, 2012 through October 31, 2012
 
4,318

 
$
7.48

 

 
$
500,002

November 1, 2012 through November 30, 2012
 
43,167

 
$
8.83

 

 
$
500,002

December 1, 2012 through December 31, 2012
 
12,469

 
$
8.69

 

 
$
500,002

 
 
59,954

 
 

 

 
$
500,002

_________________________________ 
(1) 
In November 2008, the Board of Directors authorized us to repurchase common shares from employees to satisfy the employees’ minimum statutory tax withholdings upon the vesting of restricted stock and performance shares.  During the three months ended December 31, 2012, the Company issued 157,717 shares of common stock to employees upon vesting of restricted stock and restricted stock units and repurchased 59,954 shares of common stock to satisfy the employees’ minimum statutory tax withholdings. 
(2) 
On August 22, 2011, the Board of Directors authorized the company to repurchase up to $600 million of common shares. Under this program, we may repurchase shares from time to time on the open market or in privately negotiated transactions, including structured or accelerated transactions, at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. To facilitate repurchases, we make purchases pursuant to one or more trading plans under Rule 10b5-1 of the Exchange Act, which allow us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. This program may be discontinued at any time.
(3) 
We cannot estimate the number of shares that will be repurchased because decisions to purchase are based on company outlook, business conditions and current investment opportunities.

Item 6. Selected Financial Data
 
The following table presents selected financial and other data for the most recent five fiscal periods. The selected financial data as of December 31, 2012 and 2011, and for the years ended December 31, 2012, 2011, and 2010 have been derived from the audited Consolidated Financial Statements and related Notes thereto of Alpha Natural Resources, Inc. and subsidiaries included elsewhere in this Annual Report on Form 10-K. You should read the following table in conjunction with the

56


Consolidated Financial Statements and related Notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.
 
On July 31, 2009, Alpha Natural Resources, Inc. (“Old Alpha”) and Foundation Coal Holdings, Inc. (“Foundation”) merged (the “Foundation Merger”) with Foundation continuing as the surviving legal corporation of the Foundation Merger which was renamed Alpha Natural Resources, Inc. (“Alpha”). For financial accounting purposes, the Foundation Merger was treated as a “reverse acquisition” and Old Alpha was treated as the accounting acquirer. Accordingly, Old Alpha’s financial statements became the financial statements of Alpha and Alpha’s periodic filings subsequent to the Foundation Merger reflect Old Alpha’s historical financial condition and results of operations shown for comparative purposes. Old Alpha’s results of operations for the year ended December 31, 2008 do not include financial results for Foundation. For the year ended December 31, 2009, Foundation’s financial results are included for the five month period from August 1, 2009 through December 31, 2009.
 
On June 1, 2011, we completed our acquisition of Massey Energy Company (“Massey”). Our consolidated results of operations for the year ended December 31, 2011 include Massey’s results of operations for the period June 1, 2011 through December 31, 2011. Our consolidated results of operations for the years ended December 31, 2010, 2009 and 2008 do not include amounts related to Massey’s results of operations.
 
The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods. In addition, see Item 1A “Risk Factors” of this Annual Report on Form 10-K for a discussion of risk factors that could impact our future results of operations.
 

57


 
Alpha Natural Resources, Inc. and Subsidiaries
Years Ended December 31,
 
 
2012
 
2011(9)
 
2010
 
2009
 
2008
 
(In thousands)
Statements of Operations Data:
 
 
 

 
 

 
 

 
 

Revenues:
 
 
 

 
 

 
 

 
 

Coal revenues
$
6,015,696

 
$
6,189,434

 
$
3,497,847

 
$
2,210,629

 
$
2,140,367

Freight and handling revenues
761,928

 
662,238

 
332,559

 
189,874

 
279,853

Other revenues (1)
197,260

 
256,009

 
86,750

 
95,004

 
48,533

Total revenues
6,974,884

 
7,107,681

 
3,917,156

 
2,495,507

 
2,468,753

 
 
 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 

 
 

 
 

 
 

Cost of coal sales (exclusive of items shown separately below)
5,004,516

 
5,080,921

 
2,566,825

 
1,616,905

 
1,627,960

Gain on sale of coal reserves

 

 

 

 
(12,936
)
Freight and handling costs
761,928

 
662,238

 
332,559

 
189,874

 
279,853

Other expenses
45,432

 
142,709

 
65,498

 
21,016

 
91,461

Depreciation, depletion and amortization
1,037,575

 
770,769

 
370,895

 
252,395

 
164,969

Amortization of acquired intangibles, net
(70,338
)
 
(114,422
)
 
226,793

 
127,608

 

Selling, general, and administrative expenses (exclusive of depreciation and amortization shown separately above)
209,788

 
382,250

 
180,975

 
170,414

 
71,923

Asset impairment and restructuring(2)
1,068,906

 

 

 

 

Goodwill impairment(3)
1,713,526

 
802,337

 

 

 

Total costs and expenses
9,771,333

 
7,726,802

 
3,743,545

 
2,378,212

 
2,223,230

Income (loss) from operations
(2,796,449
)
 
(619,121
)
 
173,611

 
117,295

 
245,523

 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 

 
 

 
 

 
 

Interest expense
(198,147
)
 
(141,914
)
 
(73,463
)
 
(82,825
)
 
(39,812
)
Interest income
3,373

 
3,978

 
3,458

 
1,769

 
7,351

Gain (loss) on early extinguishment of debt
773

 
(10,026
)
 
(1,349
)
 
(5,641
)
 
(14,702
)
Gain on termination of Cliffs’ merger, net

 

 

 

 
56,315

Miscellaneous income (expense), net
3,306

 
635

 
(821
)
 
3,186

 
(3,834
)
Total other (expense) income, net
(190,695
)
 
(147,327
)
 
(72,175
)
 
(83,511
)
 
5,318

Income (loss) from continuing operations before income taxes
(2,987,144
)
 
(766,448
)
 
101,436

 
33,784

 
250,841

Income tax (expense) benefit
549,996

 
35,906

 
(4,218
)
 
33,023

 
(52,242
)
Income (loss) from continuing operations (4)
$
(2,437,148
)
 
$
(730,542
)
 
$
97,218

 
$
66,807

 
$
198,599


58


 
Years Ended December 31,
 
2012
 
2011(9)
 
2010
 
2009
 
2008
Earnings (Loss) Per Share Data:
 
 
 

 
 

 
 

 
 

Basic earnings (loss) per common share:
 
 
 

 
 

 
 

 
 

Income (loss) from continuing operations attributable to Alpha Natural Resources, Inc.
$
(11.06
)
 
$
(4.06
)
 
$
0.81

 
$
0.74

 
$
2.90

Loss from discontinued operations attributable to Alpha Natural Resources, Inc.

 

 
(0.01
)
 
(0.10
)
 
(0.48
)
Net income (loss) per basic share attributable to Alpha Natural Resources, Inc.
$
(11.06
)
 
$
(4.06
)
 
$
0.80

 
$
0.64

 
$
2.42

 
 
 
 
 
 
 
 
 
 
Diluted earnings (loss) per common share:
 
 
 

 
 

 
 

 
 

Income (loss) from continuing operations attributable to Alpha Natural Resources, Inc.
$
(11.06
)
 
$
(4.06
)
 
$
0.80

 
$
0.73

 
$
2.83

Loss from discontinued operations attributable to Alpha Natural Resources, Inc.

 

 
(0.01
)
 
(0.10
)
 
(0.47
)
Net income (loss) per diluted share attributable to Alpha Natural Resources, Inc.
$
(11.06
)
 
$
(4.06
)
 
$
0.79

 
$
0.63

 
$
2.36

 
 
Years Ended December 31,
 
2012
 
2011(9)