10-Q 1 pcx-9302013x10q.htm 10-Q PCX-9.30.2013 - 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013
or

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

For the transition period from _________ to _________

Commission File Number: 001-33466

PATRIOT COAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
20-5622045
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
12312 Olive Boulevard, Suite 400
St. Louis, Missouri
 
63141
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
 
(314) 275-3600
 
(Registrant’s telephone number, including area code)
 
 
Not Applicable
 
(Former name, former address and former fiscal year, if changed since last report)

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

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 o
 
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
 
Smaller reporting company R

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

There were 92,346,020 shares of common stock with a par value of $0.01 per share outstanding on November 1, 2013.



INDEX

 
 
 
 
Page
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 
 



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Dollars in thousands, except per share data)
Revenues
 
 
 
 
 
 
 
Sales
$
322,390

 
$
442,935

 
$
1,077,363

 
$
1,445,546

Other revenues
3,674

 
5,261

 
10,625

 
39,293

Total revenues
326,064

 
448,196

 
1,087,988

 
1,484,839

Costs and expenses

 

 

 

Operating costs and expenses
361,855

 
434,599

 
1,134,231

 
1,367,158

Depreciation, depletion and amortization
43,582

 
48,906

 
136,189

 
135,430

Asset retirement obligation expense
(14,257
)
 
19,496

 
20,284

 
377,737

Sales contract accretion
—

 
—

 
—

 
(11,628
)
Impairment and restructuring charge
—

 
18,434

 
(1,453
)
 
60,892

Selling and administrative expenses
8,917

 
12,611

 
27,506

 
42,741

Net gain on disposal or exchange of assets
(224
)
 
(457
)
 
(3,422
)
 
(3,125
)
Loss (income) from equity affiliates
1,803

 
(1,864
)
 
11,119

 
(3,564
)
Operating loss
(75,612
)
 
(83,529
)
 
(236,466
)
 
(480,802
)
Interest expense and other
13,995

 
13,661

 
42,051

 
46,168

Debtor-in-possession debt financing fees
11,719

 
42,552

 
11,719

 
42,552

Interest income
(2
)
 
(15
)
 
(15
)
 
(178
)
Loss before reorganization items and income taxes
(101,324
)
 
(139,727
)
 
(290,221
)
 
(569,344
)
Reorganization items, net
23,569

 
76,214

 
50,323

 
76,214

Loss before income taxes
(124,893
)
 
(215,941
)
 
(340,544
)
 
(645,558
)
Income tax benefit
—

 
(8
)
 
—

 
(8
)
Net loss
$
(124,893
)
 
$
(215,933
)
 
$
(340,544
)
 
$
(645,550
)
 

 

 

 

Weighted average shares outstanding, basic and diluted
92,366,261

 
92,686,588

 
92,389,028

 
92,462,636

 

 

 

 

Loss per share, basic and diluted
$
(1.35
)
 
$
(2.33
)
 
$
(3.69
)
 
$
(6.98
)


See accompanying notes to unaudited condensed consolidated financial statements.

1

PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Dollars in thousands)
Net loss
$
(124,893
)
 
$
(215,933
)
 
$
(340,544
)
 
$
(645,550
)
Accumulated actuarial loss and prior service credit realized in net loss
17,119

 
13,715

 
56,140

 
41,147

Plan curtailment - prior service credit recognized
—

 
—

 
(6,876
)
 
—

Reduction in postretirement benefit obligations due to terminations
—

 
—

 
76,218

 
—

Net change in fair value of diesel fuel hedge
44

 
2,822

 
34

 
2,571

Realized gains of diesel fuel hedge
(180
)
 
(346
)
 
(461
)
 
(1,472
)
Other comprehensive income
16,983

 
16,191

 
125,055

 
42,246

Comprehensive loss
$
(107,910
)
 
$
(199,742
)
 
$
(215,489
)
 
$
(603,304
)


See accompanying notes to unaudited condensed consolidated financial statements.

2

PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
 
 
September 30, 2013
 
December 31, 2012
 
(Unaudited)
 
 
 
(Dollars in thousands,
except per share data)
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
102,551

 
$
333,929

Accounts receivable and other, net of allowance for doubtful accounts of $18 as of September 30, 2013 and December 31, 2012
103,995

 
105,135

Inventories
83,325

 
99,219

Deferred income taxes
48,479

 
65,036

Prepaid expenses and other current assets
22,814

 
37,406

Total current assets
361,164

 
640,725

Property, plant, equipment and mine development
 
 
 
Land and coal interests
2,899,224

 
2,892,799

Buildings and improvements
599,384

 
571,985

Machinery and equipment
796,176

 
767,749

Less accumulated depreciation, depletion and amortization
(1,243,317
)
 
(1,130,027
)
Property, plant, equipment and mine development, net
3,051,467

 
3,102,506

Cash collateralization deposits
64,990

 
64,990

Investments and other assets
31,433

 
30,586

Total assets
$
3,509,054

 
$
3,838,807

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
Liabilities not subject to compromise
 
 
 
Current liabilities
 
 
 
Accounts payable and accrued expenses
$
244,595

 
$
247,489

Current maturities of long-term debt
381,684

 
375,409

Total current liabilities
626,279

 
622,898

Long-term debt, less current maturities
8,533

 
1,766

Deferred income taxes
48,479

 
65,036

Asset retirement obligations
704,363

 
720,461

Workers’ compensation obligations
259,286

 
254,680

Coal Act postretirement benefit obligations
82,915

 
87,805

Obligation to industry fund
31,838

 
34,278

Other noncurrent liabilities
19,503

 
22,805

Total liabilities not subject to compromise
1,781,196

 
1,809,729

Liabilities subject to compromise
2,172,449

 
2,262,307

Total liabilities
3,953,645

 
4,072,036

Stockholders’ deficit
 
 
 
Common stock ($0.01 par value; 300,000,000 shares authorized; 92,347,471 and 92,531,916 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively)
923

 
925

Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2013 and December 31, 2012)
—

 
—

Series A Junior Participating Preferred Stock ($0.01 par value; 1,000,000 shares authorized; no shares issued and outstanding at September 30, 2013 and December 31, 2012)
—

 
—

Additional paid-in capital
982,402

 
978,273

Retained deficit
(1,071,354
)
 
(730,810
)
Accumulated other comprehensive loss
(356,562
)
 
(481,617
)
Total stockholders’ deficit
(444,591
)
 
(233,229
)
Total liabilities and stockholders’ deficit
$
3,509,054

 
$
3,838,807


See accompanying notes to unaudited condensed consolidated financial statements.

3

PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
Nine Months Ended September 30,
 
2013
 
2012
 
(Dollars in thousands)
Cash Flows From Operating Activities
 
 
 
Net loss
$
(340,544
)
 
$
(645,550
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation, depletion and amortization
136,189

 
135,430

Debtor-in-possession debt financing fees
11,719

 
42,552

Amortization of deferred financing costs
—

 
3,986

Amortization of debt discount
—

 
5,076

Sales contract accretion
—

 
(11,628
)
Impairment and restructuring charge
(1,453
)
 
60,892

Net gain on disposal or exchange of assets
(3,422
)
 
(3,125
)
Loss (income) from equity affiliates
11,119

 
(3,564
)
Distributions from equity affiliates
—

 
2,842

Stock-based compensation expense
4,129

 
776

Non-cash reorganization items, net
3,848

 
56,428

Gain on benefit plan curtailments
(6,876
)
 
—

Changes in current assets and liabilities:
 
 
 
Accounts receivable
1,140

 
79,137

Inventories
16,142

 
(30,170
)
Other current assets
11,034

 
(1,135
)
Accounts payable and accrued expenses
(20,228
)
 
1,701

Asset retirement obligations
(10,604
)
 
305,375

Workers’ compensation obligations
4,952

 
7,157

Postretirement benefit obligations
45,918

 
39,310

Obligation to industry fund
(1,843
)
 
(2,257
)
Cash collateralization deposit
—

 
(46,000
)
Other, net
(5,736
)
 
518

Net cash used in operating activities
(144,516
)
 
(2,249
)
Cash Flows From Investing Activities
 
 
 
Additions to property, plant, equipment and mine development
(60,095
)
 
(123,174
)
Additions to advance mining royalties
(7,207
)
 
(17,024
)
Acquisition
(1,186
)
 
(2,530
)
Proceeds from disposal or exchange of assets
3,442

 
3,490

Other
(710
)
 
(369
)
Net cash used in investing activities
(65,756
)
 
(139,607
)
Cash Flows From Financing Activities
 
 
 
Proceeds from debtor-in-possession debt
—

 
375,000

Debtor-in-possession debt financing fees
(11,719
)
 
(42,552
)
Long-term debt payments
(5,833
)
 
(1,305
)
Deferred financing costs
—

 
(1,595
)
Proceeds from employee stock programs
—

 
930

Coal reserve financing transaction
(3,554
)
 
—

Net cash provided by (used in) financing activities
(21,106
)
 
330,478

 
 
 
 
Net increase (decrease) in cash and cash equivalents
(231,378
)
 
188,622

Cash and cash equivalents at beginning of year
333,929

 
194,162

Cash and cash equivalents at end of period
$
102,551

 
$
382,784


See accompanying notes to unaudited condensed consolidated financial statements.

4
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


(1) Basis of Presentation
Description of Business
Patriot Coal Corporation (Patriot, we, our or the Company) is engaged in the mining, preparation and sale of thermal coal primarily to electricity generators, and metallurgical coal, for sale to steel and coke producers. Our mining complexes and coal reserves are located in the eastern and midwestern United States (U.S.), primarily in West Virginia and Kentucky.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Patriot and its subsidiaries. All significant transactions, profits and balances have been eliminated between Patriot and its subsidiaries. Patriot operates in two domestic coal segments: Appalachia and the Illinois Basin. See Note 16 for our segment disclosures.
The accompanying condensed consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012, and the notes thereto, are unaudited. However, in the opinion of management, these financial statements reflect all normal, recurring adjustments necessary for a fair presentation of the results for the periods presented. Operating results for the three and nine months ended September 30, 2013 may not necessarily be indicative of the results for the year ending December 31, 2013.

(2) Bankruptcy Proceedings
Chapter 11 Reorganization Filings
On July 9, 2012 (the Initial Petition Date), Patriot Coal Corporation, as a stand-alone entity, and substantially all of its wholly-owned subsidiaries (the Initial Filing Subsidiaries and, together with Patriot Coal Corporation, the Initial Debtors) filed voluntary petitions for reorganization (the Chapter 11 Petitions) under Chapter 11 of Title 11 of the U.S. Code (the Bankruptcy Code) in the U.S. Bankruptcy Court for the Southern District of New York. On December 19, 2012, the U.S. Bankruptcy Court for the Southern District of New York entered an order transferring the bankruptcy cases to the U.S. Bankruptcy Court for the Eastern District of Missouri (the U.S. Bankruptcy Court for the Eastern District of Missouri and/or the U.S. Bankruptcy Court for the Southern District of New York, as applicable, the Bankruptcy Court). On September 23, 2013 (the Subsequent Petition Date, together with the Initial Petition Date, the Petition Date), Brody Mining, LLC and Patriot Ventures LLC (the New Debtors, together with the Initial Debtors, the Debtors), wholly-owned subsidiaries (the New Filing Subsidiaries, together with the Initial Filing Subsidiaries, the Filing Subsidiaries) of Patriot Coal Corporation, filed Chapter 11 Petitions under the Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Missouri. On September 27, 2013, the Bankruptcy Court approved the New Debtors’ motions to jointly administer their Chapter 11 cases with the existing Chapter 11 cases of the Initial Debtors. The Debtors’ Chapter 11 cases are being jointly administered under the caption In re: Patriot Coal Corporation, et al. (Case No. 12-51502) (the Bankruptcy Case). Our joint ventures and certain of our other subsidiaries (collectively, the Non-Debtor Subsidiaries) were not included in the Chapter 11 filings.
The Debtors are currently operating as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In general, the Debtors are authorized to, and continue to, operate as an ongoing business, but may not engage in transactions outside of the ordinary course of business without the approval of the Bankruptcy Court.
As required by the Bankruptcy Code, the U.S. Trustee for the Southern District of New York appointed an official committee of unsecured creditors (the Creditors’ Committee). The Creditors’ Committee and its legal representatives have a right to be heard on all matters that come before the Bankruptcy Court.
Financial Reporting Considerations
For periods subsequent to filing the Chapter 11 Petitions, we have applied Financial Accounting Standards Board Accounting Standards Codification (ASC) 852, “Reorganizations” (ASC 852), in preparing the condensed consolidated financial statements. ASC 852 requires that the financial statements distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain revenues, expenses, realized gains and losses and provisions for losses that are realized or incurred in the bankruptcy proceedings have been recorded in “Reorganization items, net” on the condensed consolidated statement of operations. In addition, pre-petition obligations that may be impacted by the bankruptcy reorganization process have been classified in “Liabilities subject to compromise” on the condensed consolidated balance sheets.

5
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

These liabilities are reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts.
Bankruptcy Initiatives
In the sixteen months since the Petition Date, we have been working on multiple fronts to stabilize our business, address our unsustainable cost structure and preserve jobs and benefits for thousands of our workers. We have achieved significant progress in creating a competitive labor and benefit cost structure by restructuring wage and benefit programs for our current workforce and preparing to transition certain retiree healthcare benefits to a Voluntary Employee Beneficiary Association (VEBA) trust.
Sections 1113 and 1114
In relation to the bankruptcy process and pursuant to Sections 1113 and 1114 of the Bankruptcy Code, we renegotiated the terms of collective bargaining agreements between certain Patriot subsidiaries and the United Mine Workers of America (UMWA), as well as certain postretirement healthcare benefits. In November 2012, the Debtors commenced the Sections 1113 and 1114 process with the UMWA and began negotiating in good faith for consensual agreements to achieve the level of labor cost and postretirement healthcare benefit savings necessary for the successful reorganization of the Debtors. In March 2013, the Debtors filed a motion with the Bankruptcy Court seeking to modify collective bargaining agreements with the UMWA and certain UMWA-related retiree healthcare benefits. On May 29, 2013, the Bankruptcy Court granted the motion in its entirety. On June 7, 2013, the UMWA appealed the Bankruptcy Court’s decision.
Effective July 1, 2013, Patriot exercised the authority granted to us by the Bankruptcy Court to implement changes to UMWA-represented employee wages, benefits and healthcare plans, but chose to implement significantly improved terms reflecting our subsequent negotiations with the UMWA. In August 2013, Patriot negotiated new Collective Bargaining Agreements (new CBAs) with the UMWA. The new CBAs were ratified by union members on August 16, 2013. On August 22, 2013, the Bankruptcy Court entered an order approving the new CBAs, a Memorandum of Understanding (MOU), and a VEBA Funding Agreement (described below). The new CBAs are retroactive to July 1, 2013.
The following are some of the key provisions of the new CBAs and the MOU that affect UMWA employees:
•
Various adjustments to wages, including future wage changes;
•
Elimination of shift differential payments and premium overtime pay, but UMWA employees will receive 1.5 times their regular pay for any hours worked over 40 hours per week and holidays;
•
Reductions to paid time off and adjustments to work rules;
•
UMWA employees now receive a healthcare plan closely matching that of Patriot non-union employees but with lower out-of-pocket maximums and without healthcare premiums;
•
Patriot will contribute three percent of UMWA employees’ gross wages into a 401(k) or similar plan in lieu of the obligation to provide retiree healthcare in the future; and
•
Debtors participating in and contributing to the United Mine Workers of America 1974 Pension Plan (the 1974 Pension Plan) will continue to do so.
The following are some of the key provisions of the new CBAs and the MOU that affect UMWA retirees:
•
The UMWA has established a VEBA which will assume the Debtors’ obligations to provide retiree healthcare benefits to certain UMWA retirees effective July 1, 2013;
•
The Company will continue to administer retiree healthcare benefits to UMWA retirees through December 31, 2013, subject to certain limitations and funding requirements; and
•
Patriot, on behalf of itself and certain Patriot subsidiaries, has entered into an agreement to provide certain funding to the VEBA (the VEBA Funding Agreement or VFA).

6
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

The MOU reflects certain other understandings between Patriot, certain Patriot subsidiaries and the UMWA:
•
Any chapter 11 plan of reorganization filed in Patriot’s Chapter 11 bankruptcy case will not conflict with or alter the new CBAs or the MOU and shall not propose or contain any involuntary releases by the UMWA; and
•
Provided that certain requirements are met, the UMWA will support and the VEBA will not object to or vote against the confirmation of a plan of reorganization.
Patriot also agreed that each Patriot subsidiary that is signatory to a new CBA that requires participation in and contributions to the 1974 Pension Plan will continue their obligation to participate in and contribute to the 1974 Pension Plan at the rates set forth in the new CBA through 2016, and, for the years 2017 and 2018, at the rates set forth in any successor to the 2011 National Bituminous Coal Wage Agreement.  In connection therewith, the UMWA also made certain representations to Patriot.
The Bankruptcy Court’s May 29, 2013 ruling also authorized Patriot to implement the transition of UMWA-related retiree healthcare benefits to a VEBA trust. Under the new CBAs and the MOU, each approved by the Bankruptcy Court on August 22, 2013, and the VFA, approved by the Bankruptcy Court on August 22, 2013 and amended on November 4, 2013, funding for the VEBA will consist of (i) a 35% ownership stake in the reorganized company, (ii) profit sharing contributions up to a maximum of $300 million, (iii) a royalty contribution for every ton produced at all existing mining complexes, and (iv) an initial cash contribution of $10 million on or prior to the effective date of the Debtors' plan of reorganization and $5 million at the end of the first quarter of 2014. The VEBA trust is being designed and administered by trustees appointed by the UMWA. The liability associated with these obligations totals approximately $1.02 billion as of September 30, 2013 and December 31, 2012 and is classified as “Liabilities subject to compromise” in the condensed consolidated balance sheets. The UMWA reserves the right to terminate the new CBAs, the MOU and the VFA if the VEBA does not receive the initial $10 million payment that is contemplated by the VFA to be paid to the VEBA on or prior to the effective date of the Debtors’ plan of reorganization.
We continue to provide healthcare benefits for more than 2,300 individuals who receive healthcare benefits pursuant to the Coal Industry Retiree Health Benefit Act of 1992 (Coal Act). We spent approximately $14 million on Coal Act liabilities in 2012. The liabilities associated with these obligations are classified as liabilities not subject to compromise in the condensed consolidated balance sheets.
Other Initiatives
On March 14, 2013, Patriot filed a lawsuit against Peabody Energy Corporation (Peabody) and one of its subsidiaries. In connection with Patriot’s 2007 spinoff from Peabody, Peabody agreed to assume the obligations for healthcare costs associated with thousands of UMWA retirees and dependents who had been employed by Peabody entities that were transferred to Patriot in the spinoff. Patriot sought a declaration from the Bankruptcy Court that any relief Patriot was able to obtain through the bankruptcy proceedings with respect to the healthcare benefits of its subsidiaries’ retirees would not relieve Peabody of its own liabilities with respect to the healthcare benefits of the UMWA retirees and dependents. On October 24, 2013, Patriot, Peabody and the UMWA, on behalf of itself and the UMWA-represented employees and retirees, entered into a settlement, which sets forth the principle terms that would resolve the various disputes among the three parties (the Peabody Settlement). As part of the Peabody Settlement, Peabody agreed to, among other things, (i) provide $310 million to the VEBA, (ii) issue and replace, as applicable, $126 million of letters of credit and (iii) provide credit support for Patriot’s federal black lung obligations. The settlement also provides for broad mutual releases of claims and causes of action among the parties. The Bankruptcy Court approved the Peabody Settlement on November 7, 2013.
The Peabody Settlement is also subject to certain conditions, including the satisfaction of certain minimum liquidity standards by Patriot and the effectiveness of Patriot’s plan of reorganization. The Peabody Settlement may be terminated if, by March 31, 2014, a plan of reorganization that is consistent with the Peabody Settlement is not effective.
On October 23, 2013, Patriot and Arch Coal, Inc. (Arch) entered into a settlement that resolves various disputes between the parties (the Arch Settlement). As part of the Arch Settlement, Arch agreed to (i) provide $5 million of cash to Patriot, (ii) purchase Patriot’s South Guffey reserve for $16 million and (iii) relieve Patriot of the obligation to post $16 million of letters of credit for the next two years. The settlement also provides for broad mutual releases of claims and causes of action among the parties. The Bankruptcy Court approved the Arch Settlement on November 7, 2013. The settlement is subject to, among other things, the effectiveness of Patriot’s plan of reorganization. The Arch Settlement will terminate if, by March 31, 2014, a plan of reorganization that is consistent with the Arch Settlement is not effective.

7
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

Other Wage and Benefit Programs
On April 26, 2013, the Bankruptcy Court entered an order authorizing the Debtors to discontinue substantially all of their non-union retiree healthcare programs, eliminate retiree life insurance benefits for current non-union employees, and cap life insurance benefits for current non-union retirees, effective July 31, 2013. Pursuant to this order, the Debtors contributed $250,000 in cash to a VEBA trust for the benefit of current non-union retirees, and, upon emergence from bankruptcy, will contribute $3.75 million in cash to the VEBA. The VEBA trust will be designed and administered by a Retiree Committee consisting of appointed non-union retirees. Pursuant to the order, the Debtors and the Retiree Committee have also agreed to engage in good faith discussions and negotiations to replace some or all of the remaining retiree life insurance benefits with other retiree benefits that are economically cash neutral or more advantageous to the Debtors, and/or to consider accelerating the payment or provision of any such existing or replacement benefits if economically beneficial to the Debtors.
At December 31, 2012, the liability associated with these plans totaled approximately $63 million and was classified as “Liabilities subject to compromise” in the condensed consolidated balance sheet. In the second quarter of 2013, Patriot recognized a curtailment gain of $6.9 million related to the termination of these plans. Patriot also reduced its postretirement benefit obligation and the corresponding unrecognized loss in accumulated other comprehensive loss by $20.7 million in relation to the settlement of these plan obligations for current non-union employees. The settlement of the terminated benefits for retirees will not be recognized until the contribution is made in full to the VEBA. The remaining balances of both the terminated and surviving non-union retiree benefit obligations remain in “Liabilities subject to compromise” at September 30, 2013.
On March 15, 2013, the Bankruptcy Court authorized the Debtors to terminate the Patriot Coal Corporation Supplemental 401(k) Retirement Plan (the Supplemental 401(k) Plan) and on April 1, 2013, Patriot’s board of directors approved the termination of the Supplemental 401(k) Plan effective as of March 31, 2013. The Supplemental 401(k) Plan provided for certain salaried employees to defer a specified portion of their compensation until retirement and also provided an employer match and discretionary contribution based on Patriot’s performance. The Supplemental 401(k) Plan was unfunded and the termination resulted in approximately $2.5 million of compensation deferrals being treated as pre-petition general unsecured claims rather than being paid in cash. As of September 30, 2013 and December 31, 2012, the liability associated with this plan is classified as “Liabilities subject to compromise” in the condensed consolidated balance sheets.
Bankruptcy Process
The Bankruptcy Court has authorized us to pay certain of our pre-petition obligations, including payments for employee wages, salaries and certain benefits and payments to certain shippers and critical vendors, subject to certain limitations. The Debtors are required to pay vendors and other providers in the ordinary course for goods and services received after the filing of the Chapter 11 Petitions and to pay certain other business-related payments necessary to maintain the operation of our business. We have retained legal and financial professionals to advise us on the bankruptcy proceedings. From time to time, we may seek the Bankruptcy Court’s approval for the retention of additional professionals.
Rejected Contracts
Since the Petition Date, the Debtors have received approval from the Bankruptcy Court to reject a number of equipment leases and other executory contracts of various types. On January 15, 2013, the Debtors filed a motion for authorization to assume or reject all of their unexpired leases of nonresidential real property, including their coal reserve leases. Substantially all of their assumptions and rejections were subsequently approved by the Bankruptcy Court. As of September 30, 2013, most of the lease cure payments have been made. We are working to resolve differences in cure amounts and certain other discreet issues with counterparties that objected to our motion. In conjunction with the assumption of these leases and payment of cure amounts, Patriot reclassified approximately $14 million of royalty and real estate tax accruals from “Liabilities subject to compromise” to liabilities not subject to compromise in the first quarter of 2013.
The Debtors continue to review executory contracts and unexpired leases to determine which contracts will be rejected, assumed or renegotiated. We expect additional liabilities subject to compromise will arise due to rejection of executory contracts, including leases, and from the determination of the Bankruptcy Court (or agreement by parties in interest) of allowed claims for contingencies and other disputed amounts. Due to the uncertain nature of many of the potential claims, we cannot project the magnitude of such claims with certainty. We also expect that the assumption of additional executory contracts and unexpired leases will convert certain of the liabilities subject to compromise to liabilities not subject to compromise.

8
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

Pre-Petition Claims
On September 27, 2013, the Bankruptcy Court entered an order establishing October 24, 2013 as the bar date for potential creditors of the New Debtors, other than governmental units, to file claims. The bar date for governmental units to file claims against the New Debtors was established as March 24, 2014.
The Debtors have received approximately 4,294 proofs of claim, a portion of which assert, in part or in whole, unliquidated amounts. In the aggregate, total liquidated proofs of claim of approximately $308.7 billion have been filed against the Debtors. During the second quarter of 2013, the UMWA levied claims for postretirement benefit obligations against each of the Initial Filing Subsidiaries, significantly increasing the total liquidated proofs of claim. New and amended claims may be filed in the future, including claims amended to assign values to claims originally filed with no designated value. We are in the process of reconciling such claims to the amounts listed in the Debtors’ books and records. Differences between liability amounts estimated by the Debtors and claims filed by creditors are being investigated and, if necessary, the Bankruptcy Court will make a final determination of the allowable claims.
Through the claims resolution process, we have identified a substantial number of claims that we believe should be disallowed by the Bankruptcy Court because they are duplicative, have already been satisfied, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. As of October 30, 2013, we estimate that the claims resolution process will reduce the total liquidated proof of claims by approximately $304.1 billion, primarily due to redundant claims. As of October 30, 2013, approximately 2,128 claims totaling $287.1 million have been expunged, withdrawn or settled and the Debtors have filed additional objections with the Bankruptcy Court that would reduce claims by $204.8 million. We continue to evaluate the filed claims and expect to continue to file claim objections with the Bankruptcy Court.
In addition, as a result of this process, we may identify additional liabilities that need to be recorded or reclassified to liabilities subject to compromise and will adjust amounts as necessary. Such adjustments may be material. The determination of how liabilities will ultimately be treated cannot be made until the Bankruptcy Court approves a plan of reorganization. Accordingly, the ultimate amount or treatment of such liabilities is not determinable at this time.
Plan of Reorganization
In order to successfully exit Chapter 11, the Debtors are required to propose and obtain confirmation by the Bankruptcy Court of a plan of reorganization that satisfies the requirements of the Bankruptcy Code. In addition, a plan of reorganization will be voted on by certain holders of impaired claims. A plan of reorganization, among other things, would resolve the Debtors’ pre-petition obligations, set forth the revised capital structure of the newly reorganized entity and provide for corporate governance subsequent to emerging from bankruptcy.
On August 21, 2013, the Bankruptcy Court entered an order extending our exclusivity period to file a plan of reorganization to December 1, 2013. On September 6, 2013, Patriot filed a Plan of Reorganization (POR) with the Bankruptcy Court. We subsequently filed amended versions of the POR on October 9, 2013, October 26, 2013, and November 4, 2013.
Under section 1125 of the Bankruptcy Code, a disclosure statement must be approved by the Bankruptcy Court before the debtors may solicit acceptance of a proposed plan of reorganization. To be approved by the Bankruptcy Court, the disclosure statement must contain adequate information that would enable a hypothetical investor to make an informed judgment about the plan. Once the disclosure statement is approved by the Bankruptcy Court, the Debtors may send the proposed plan of reorganization, the disclosure statement and ballots to all creditors entitled to vote. The Debtors submitted a disclosure statement in respect of the Third Amended POR to the Bankruptcy Court on November 4, 2013 (the Disclosure Statement). The Bankruptcy Court approved the Disclosure Statement on November 7, 2013.
The POR provides for a reorganization of the Debtors and the resolution of all outstanding claims against and interests in the Debtors. The POR contemplates two rights offerings to raise $250 million of capital through the issuance of (i) senior secured second lien notes and (ii) warrants exercisable for new class A common stock. The POR will provide eligible holders of allowed claims on account of Patriot’s 8.25% Senior Notes and Patriot’s 3.25% Convertible Notes, and eligible holders of allowed general unsecured claims above a certain threshold, an opportunity to participate in these rights offerings. Such claim holders will also receive a distribution of new class A common stock. Claim holders who do not participate in the rights offerings will receive a cash distribution on a pro rata basis in accordance with the POR.
The POR also contemplates payment in full of the DIP Facilities in accordance with the terms thereof.
For the POR to be effective, certain conditions must be satisfied, including:
▪
An order confirming the POR must be entered by the Bankruptcy Court;

9
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

▪
The backstop commitment agreement must be in full force and effect and the transactions contemplated thereunder must be consummated;
▪
The exit financing facilities must be consummated;
▪
Each of the new CBAs, the MOU and the VFA must be in effect;
▪
All actions, documents and agreements necessary to implement the POR must be executed;
▪
The Debtors must have received any authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions or documents that are necessary to implement the POR and that are required by law, regulation or order; and
▪
Each of the new organizational documents for the reorganized company must be in full force and effect.
Under the distribution priorities established by the Bankruptcy Code, unless creditors agree otherwise, pre-petition liabilities and post-petition liabilities must be satisfied in full before stockholders are entitled to receive any distribution or retain any property under a plan of reorganization. No assurance can be given as to what values, if any, will be ascribed to creditors and/or stockholders or what types or amounts of distributions, if any, they will receive. A plan of reorganization could result in holders of certain liabilities and/or securities, including common stock, receiving no distribution on account of their interests and cancellation of their holdings. The Debtors’ current proposed POR provides no distribution for holders of equity securities. Because of such possibilities, there is significant uncertainty regarding the value of our liabilities and securities, including our common stock. At this time, there is no assurance we will be able to restructure as a going concern or successfully implement a plan of reorganization.
Backstop Commitment Agreement
The rights offerings contemplated by the POR will be backstopped by certain funds and accounts managed and/or advised by Knighthead Capital Management, LLC (Knighthead). On November 4, 2013, Patriot and Knighthead entered into a backstop commitment agreement, which sets forth the terms of Knighthead’s backstop commitment, the rights offerings and related financing transactions. Subject to certain conditions, Knighthead has committed to purchase, for the applicable subscription price, all of the notes and warrants that are not purchased in the rights offerings up to an aggregate subscription price of $250,025,000. The proceeds from the rights offering will be used toward the consummation of the POR. In exchange for the backstop commitment, Patriot has agreed to distribute to Knighthead (and any other party that becomes a backstop party under the agreement in accordance with their backstop commitment percentage set forth in the agreement) rights to purchase up to 40% of the notes offered in the rights offerings and up to 40% of the warrants offered in the rights offerings, in the aggregate, for an aggregate subscription price of $100,010,000. Patriot expects that the proceeds of the rights offerings, combined with the proceeds from the exit financing facilities and the cash and credit support received pursuant to the Peabody Settlement and the Arch Settlement, will provide the Debtors with the liquidity necessary for consummation of the POR.
As a result of the rights offerings and the Peabody Settlement, the VEBA is expected to receive more than $400 million in cash over the next four years. The transactions contemplated by the agreement with Knighthead are subject to, among other things, (i) the Debtors entering into definitive documentation for the exit financing facilities; (ii) satisfaction of certain minimum liquidity standards by Patriot; and (iii) the VEBA having been funded with the amount contemplated by the backstop commitment agreement to be funded on the effective date of the POR.
The Bankruptcy Court approved the backstop commitment agreement and the rights offerings procedures on November 7, 2013.
Notwithstanding approval by the Bankruptcy Court, the backstop commitment agreement may be terminated by the backstop parties if (i) there has been a material adverse change since October 9, 2013; (ii) the Bankruptcy Court enters an order confirming a plan of reorganization other than the POR; (iii) the Debtors breach any representation, warranty or covenant in the backstop commitment agreement in any material respect, or it shall be reasonably apparent that the Debtors shall be unable to satisfy each of the conditions to closing on or before the effective date of the POR, and such failure or inability remains uncured or continues for a period of ten business days following delivery of written notice thereof to the Debtors by the backstop parties; (iv) the Debtors enter into or seek court authority to enter into an alternative transaction; or (v) the effective date of the POR shall not have occurred by December 31, 2013.
Going Concern Matters
The accompanying unaudited condensed consolidated financial statements and related notes have been prepared assuming we will continue as a going concern, although the Bankruptcy Case and weak industry conditions raise substantial doubt about our ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not

10
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

include any adjustments related to the recoverability and classification of recorded assets or to the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent upon, among other things, market conditions and our ability to (i) improve profitability; (ii) meet the financial covenants of the DIP Facilities (defined in Note 10) or obtain appropriate amendments or waivers; (iii) obtain financing to replace the DIP Facilities upon emergence; and (iv) restructure our obligations in a manner that allows us to obtain confirmation of a plan of reorganization by the Bankruptcy Court. In order to improve profitability, we continue to take actions to further reduce operating expenses and align our production to meet market demand. As a result of the Bankruptcy Case, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession pursuant to the Bankruptcy Code, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions contained in the DIP Facilities), for amounts other than those reflected in the accompanying unaudited condensed consolidated financial statements. Further, any plan of reorganization could materially change the amounts and classifications of assets and liabilities reported in the historical consolidated financial statements.
Reorganization Items
Our reorganization items for the three and nine months ended September 30, 2013 and 2012 consist of the following:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Dollars in thousands)
Professional fees
$
10,859

 
$
19,786

 
$
46,490

 
$
19,786

Provision for rejected executory contracts and leases
12,646

 
32,155

 
14,842

 
32,155

Losses from adjusting debt from carrying value to amount of allowed claim
—

 
27,021

 
—

 
27,021

Accounts payable settlement gains
68

 
(2,748
)
 
(10,994
)
 
(2,748
)
Interest income
(4
)
 
—

 
(15
)
 
—

Reorganization items, net
$
23,569

 
$
76,214

 
$
50,323

 
$
76,214

Professional fees are directly related to the reorganization and include fees associated with our advisors, the Creditors’ Committee and certain secured creditors. Net cash paid for reorganization items for the three and nine months ended September 30, 2013 totaled $12.6 million and $46.0 million, respectively, all of which related to professional fees. Net cash paid for reorganization items for the three and nine months ended September 30, 2012 totaled $6.5 million, all of which related to professional fees. Interest income represents interest earned on investment of proceeds from DIP financing. Reorganization items exclude charges related to the restructuring of our operations, including mine closures and production cuts. See Note 4 for further details on restructuring charges.
Liabilities Subject to Compromise
Liabilities subject to compromise represent unsecured obligations that will be accounted for under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are stayed. These liabilities represent the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 process, and remain subject to future adjustments arising from negotiated settlements, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of collateral securing the claims, proofs of claim, or other events. Liabilities subject to compromise also include certain items that may be assumed under the plan of reorganization, and as such, may be subsequently reclassified to liabilities not subject to compromise.

11
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

Liabilities subject to compromise consist of the following:
 
September 30, 2013
 
December 31, 2012
 
(Dollars in thousands)
Postretirement benefit obligations, excluding Coal Act
$
1,436,700

 
$
1,517,284

Unsecured debt
458,500

 
458,500

Interest payable
4,838

 
4,838

Rejected executory contracts and leases
177,226

 
151,449

Trade payables
71,315

 
78,086

Other accruals
23,870

 
52,150

Liabilities subject to compromise
$
2,172,449

 
$
2,262,307

Other accruals primarily include liabilities subject to compromise related to accrued royalty payments, litigation reserves, employee claims and other operating accruals. Royalty and real estate tax cure payments on real property lease contract assumptions approved by the Bankruptcy Court were reclassified to liabilities not subject to compromise during the first quarter of 2013.
Debtor Financial Statements
The following unaudited condensed combined financial statements represent the financial statements for the Debtors applicable to that period. The Company’s Non-Debtor Subsidiaries are accounted for as non-consolidated subsidiaries in these Debtor financial statements and, as such, their net loss is included in “Loss from non-debtor entities” in the condensed combined statement of operations and their net assets are included as “Investments in and advances to non-debtor entities” in the condensed combined balance sheets. The Debtors’ condensed combined financial statements have been prepared in accordance with the guidance in ASC 852.
Intercompany transactions between the Debtors have been eliminated in the condensed combined financial statements. Intercompany transactions between the Debtors and Non-Debtor Subsidiaries have not been eliminated in the Debtors’ condensed combined financial statements.


12
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


PATRIOT COAL CORPORATION
UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS - DEBTORS
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Dollars in thousands)
Revenues
 
 
 
 
 
 
 
Sales
$
322,390

 
$
442,935

 
$
1,077,363

 
$
1,445,546

Other revenues
3,674

 
5,261

 
10,625

 
39,293

Total revenues
326,064

 
448,196

 
1,087,988

 
1,484,839

Costs and expenses

 

 
 
 

Operating costs and expenses
361,855

 
434,598

 
1,134,225

 
1,367,150

Depreciation, depletion and amortization
43,582

 
48,906

 
136,189

 
135,430

Asset retirement obligation expense
(14,257
)
 
19,496

 
20,284

 
377,737

Sales contract accretion
—

 
—

 
—

 
(11,628
)
Impairment and restructuring charge
—

 
18,434

 
(1,453
)
 
60,892

Selling and administrative expenses
8,917

 
12,611

 
27,506

 
42,741

Net gain on disposal or exchange of assets
(224
)
 
(457
)
 
(3,422
)
 
(3,125
)
Income from equity affiliates
—

 
—

 
(234
)
 
(130
)
Loss (income) from non-debtor entities
1,803

 
(1,863
)
 
11,359

 
(3,491
)
Operating loss
(75,612
)
 
(83,529
)
 
(236,466
)
 
(480,737
)
Interest expense and other
13,995

 
13,661

 
42,051

 
46,168

DIP financing fees
11,719

 
42,552

 
11,719

 
42,552

Interest income
(2
)
 
(15
)
 
(15
)
 
(113
)
Loss before reorganization items and income taxes
(101,324
)
 
(139,727
)
 
(290,221
)
 
(569,344
)
Reorganization items, net
23,569

 
76,214

 
50,323

 
76,214

Loss before income taxes
(124,893
)
 
(215,941
)
 
(340,544
)
 
(645,558
)
Income tax benefit
—

 
(8
)
 
—

 
(8
)
Net loss
$
(124,893
)
 
$
(215,933
)
 
$
(340,544
)
 
$
(645,550
)



13
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


PATRIOT COAL CORPORATION
UNAUDITED CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) - DEBTORS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Net loss
$
(124,893
)
 
$
(215,933
)
 
$
(340,544
)
 
$
(645,550
)
Accumulated actuarial loss and prior service credit realized in net loss
17,119

 
13,715

 
56,140

 
41,147

Plan curtailment - prior service credit recognized
—

 
—

 
(6,876
)
 
—

Reduction in postretirement benefit obligations due to terminations
—

 
—

 
76,218

 
—

Net change in fair value of diesel fuel hedge
44

 
2,822

 
34

 
2,571

Realized gains of diesel fuel hedge
(180
)
 
(346
)
 
(461
)
 
(1,472
)
Other comprehensive income
16,983

 
16,191

 
125,055

 
42,246

Comprehensive loss
$
(107,910
)
 
$
(199,742
)
 
$
(215,489
)
 
$
(603,304
)




14
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

PATRIOT COAL CORPORATION
CONDENSED COMBINED BALANCE SHEETS - DEBTORS
 
 
 
 
 
September 30, 2013
 
December 31, 2012
 
(unaudited)
 
 
 
(Dollars in thousands)
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
102,551

 
$
333,175

Accounts receivable and other, net
103,995

 
105,135

Inventories
83,325

 
99,219

Deferred income taxes
48,479

 
65,036

Prepaid expenses and other current assets
22,814

 
36,734

Total current assets
361,164

 
639,299

Property, plant, equipment and mine development
 
 
 
Land and coal interests
2,899,224

 
2,892,799

Buildings and improvements
599,384

 
571,985

Machinery and equipment
796,176

 
767,749

Less accumulated depreciation, depletion and amortization
(1,243,317
)
 
(1,130,027
)
Property, plant, equipment and mine development, net
3,051,467

 
3,102,506

Cash collateralization deposits
64,990

 
64,990

Investments and other assets
13,715

 
6,193

Investments in and advances to non-debtor entities
17,718

 
23,428

Total assets
$
3,509,054

 
$
3,836,416

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
Liabilities not subject to compromise
 
 
 
Current liabilities
 
 
 
Accounts payable and accrued expenses
$
244,595

 
$
245,098

Current maturities of long-term debt
381,684

 
375,409

Total current liabilities
626,279

 
620,507

Long-term debt, less current maturities
8,533

 
1,766

Deferred income taxes
48,479

 
65,036

Asset retirement obligations
704,363

 
720,461

Workers’ compensation obligations
259,286

 
254,680

Coal Act postretirement benefit obligations
82,915

 
87,805

Obligation to industry fund
31,838

 
34,278

Other noncurrent liabilities
19,503

 
22,805

Total liabilities not subject to compromise
1,781,196

 
1,807,338

Liabilities subject to compromise
2,172,449

 
2,262,307

Total liabilities
3,953,645

 
4,069,645

Total stockholders’ deficit
(444,591
)
 
(233,229
)
Total liabilities and stockholders’ deficit
$
3,509,054

 
$
3,836,416


15
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

PATRIOT COAL CORPORATION
UNAUDITED CONDENSED COMBINED STATEMENT OF CASH FLOWS - DEBTORS
 
 
 
 
Nine Months Ended September 30,
 
2013
2012
 
(Dollars in thousands)
Cash Flows From Operating Activities
 
 
Net loss
$
(340,544
)
$
(645,550
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
Depreciation, depletion and amortization
136,189

135,430

Debtor-in-possession debt financing fees
11,719

42,552

Amortization of deferred financing costs
—

3,986

Amortization of debt discount
—

5,076

Sales contract accretion
—

(11,628
)
Impairment and restructuring charge
(1,453
)
60,892

Net gain on disposal or exchange of assets
(3,422
)
(3,125
)
Income from equity affiliates
(234
)
(130
)
Loss from non-debtor entities
11,359

(3,491
)
Stock-based compensation expense
4,129

776

Non-cash reorganization items, net
3,848

56,428

Gain on benefit plan curtailments
(6,876
)
—

Changes in current assets and liabilities:
 
 
Accounts receivable
1,139

79,137

Inventories
16,142

(30,170
)
Other current assets
10,767

(1,135
)
Accounts payable and accrued expenses
(19,639
)
1,701

Advances to non-debtor entities
(142
)
2,530

Asset retirement obligations
(10,604
)
305,375

Workers’ compensation obligations
4,952

7,157

Postretirement benefit obligations
45,918

39,310

Obligation to industry fund
(1,843
)
(2,257
)
Cash collateralization deposit
—

(46,000
)
Other, net
(5,877
)
518

Net cash used in operating activities
(144,472
)
(2,618
)
Cash Flows From Investing Activities
 
 
Additions to property, plant, equipment and mine development
(60,095
)
(123,174
)
Additions to advance mining royalties
(7,207
)
(17,024
)
Acquisitions
(1,186
)
(2,530
)
Proceeds from disposal or exchange of assets
3,442

3,490

Net cash used in investing activities
(65,046
)
(139,238
)
Cash Flows From Financing Activities
 
 
Proceeds from debtor-in-possession debt
—

375,000

Debtor-in-possession debt financing fees
(11,719
)
(42,552
)
Long-term debt payments
(5,833
)
(1,305
)
Deferred financing costs
—

(1,595
)
Proceeds from employee stock programs
—

930

Coal reserve financing transaction
(3,554
)
—

Net cash provided by (used in) financing activities
(21,106
)
330,478

 
 
 
Net increase (decrease) in cash and cash equivalents
(230,624
)
188,622

Cash and cash equivalents at beginning of year
333,175

194,162

Cash and cash equivalents at end of period
$
102,551

$
382,784



16
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

(3) Recent Accounting Pronouncements
Accumulated Comprehensive Loss
In February 2013, the Financial Accounting Standards Board (FASB) issued authoritative guidance that clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive loss. We adopted this guidance effective January 1, 2013. See Note 11.
Offsetting Assets and Liabilities
In December 2011, the FASB ratified authoritative guidance which mandates that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position, as well as instruments and transactions subject to an agreement similar to a master netting arrangement. This guidance was effective January 1, 2013 and did not affect our results of operations or financial condition.
Indefinite-lived Intangible Assets
In July 2012, the FASB issued authoritative guidance which reduces the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and improving consistency in impairment testing guidance. The new guidance allows an entity the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should then perform a quantitative impairment test. This guidance was effective January 1, 2013 and did not affect our results of operations or financial condition.
Income Taxes
In July 2013, the FASB issued guidance, which requires an entity to present its unrecognized tax benefits net of its deferred tax assets for net operating loss carryforwards, similar tax losses, or tax credit carryforwards in cases where these carryforwards and losses are available at the balance sheet date. When carryforwards or losses are not available at the balance sheet date, an entity must present the liability separately and not net it against the deferred tax assets. The new guidance is effective for annual and interim periods beginning after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations.

(4) Impairment and Restructuring Charge
In 2010, we established a restructuring reserve for on-going contractual obligations related to the 2010 closure of the Harris No. 1 mine and the rationalization of the operations at the Rocklick mining complex in our Appalachia segment. In the first quarter of 2013, based on final resolution of these obligations, we recorded a $1.6 million reversal of certain estimated charges related to these events.
In the third quarter of 2012, we recorded an impairment charge of $18.4 million for the write-off of coal reserves related to our Bluegrass mining complex located in the Illinois Basin segment. This impairment resulted from the termination of leases providing rights to certain coal reserves through the bankruptcy contract rejection process and related negotiations.
In the second quarter of 2012, as a result of weaker industry fundamentals and coal demand, and the significant decline in value of our equity securities and debt instruments, we performed an impairment review of all of our long-lived assets. As a result, we recorded a $1.4 million impairment charge during the second quarter of 2012 on certain coal reserves located in our Appalachia segment.
In June 2012, we idled our Freedom mine at the Bluegrass mining complex due to continued weakened demand for thermal coal. The Freedom mine produced approximately 1.2 million tons of thermal coal in 2011. We also closed one mine at our Kanawha Eagle mining complex due to certain adjustments to our mining plans. The Freedom mine is reported in our Illinois Basin segment and the Kanawha Eagle mining complex is reported in our Appalachia segment. As a result, we recorded an $8.2 million impairment and restructuring charge related to these two mines during the second quarter of 2012, which primarily consisted of the write-off of infrastructure, mine development and certain equipment. We also recorded a $4.1 million charge to asset retirement obligation expense to adjust the liability for the accelerated closure and to write-off the related asset.
In February 2012, we closed the Big Mountain mining complex, which is reported in our Appalachia segment, due to the weakened demand for thermal coal experienced in late 2011 and early 2012. Prior to the closure, the complex had two active mines and one preparation plant. The complex produced 1.8 million tons of thermal coal in 2011. In the first quarter of 2012, we recorded a $32.8 million impairment and restructuring charge related to the closure, which mainly consisted of the write-off of

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PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

infrastructure, mine development and certain equipment. We also recorded a $17.5 million charge to asset retirement obligation expense to adjust the asset retirement obligation liability for the accelerated closure and write-off the related asset.

(5) Net Gain on Disposal or Exchange of Assets and Other Transactions
In the normal course of business, we enter into certain asset sales and exchange agreements.
In the first quarter of 2013, we sold certain non-strategic Appalachia coal mineral rights to a third party in exchange for cash resulting in a gain of $2.3 million.
In the first quarter of 2012, we sold certain non-strategic Appalachia gas and oil rights to a third party in exchange for cash resulting in a gain of $1.5 million.
Other Transactions
In the first quarter of 2012, we acquired Coventry Mining Services, LLC, and its subsidiaries, which employs the workforce for our Kanawha Eagle mining complex. The purchase price of $2.5 million was recorded as an intangible asset in accordance with asset acquisition authoritative guidance. The intangible asset is being amortized over the life of the mine where the workforce is located, which was estimated to be approximately 10 years. In September 2012, we reduced this workforce by 60% in relation to a temporary curtailment of metallurgical coal production in response to further weakening of market demand. Accordingly, we recognized an impairment charge of $1.5 million representing a corresponding portion of the unamortized balance in the third quarter of 2012.
“Other revenues” includes payments from customer settlements, royalties related to coal lease agreements and farm income. During the first half of 2012, certain customers requested to cancel or delay shipment of coal contracted for 2012 and 2013 deliveries. In certain situations, we agreed to release the customer from their commitment in exchange for a cash settlement. In the three and nine months ended September 30, 2012, we recognized revenue of $2.2 million and $22.7 million, respectively, related to these cash settlements. During the first half of 2012, we also received $8.3 million related to the settlement of a customer contract dispute concerning coal deliveries in prior years.-

(6) Postretirement Healthcare Benefits
We have historically provided healthcare and life insurance benefits to qualifying salaried and hourly retirees and their dependents from defined benefit plans. Plan coverage for healthcare and life insurance benefits was provided to certain hourly retirees in accordance with the applicable labor agreements.
In relation to the bankruptcy process and pursuant to Sections 1113 and 1114 of the Bankruptcy Code, we have renegotiated the terms of collective bargaining agreements between certain Patriot subsidiaries and the UMWA, as well as certain postretirement healthcare benefits. Additionally, Patriot terminated certain non-union hourly and salaried retiree healthcare programs and postemployment benefits in the second quarter of 2013. In anticipation of these changes, we have classified the liabilities associated with these benefits as “Liabilities subject to compromise” on the condensed consolidated balance sheet since filing for bankruptcy. The liability related to healthcare coverage under the Coal Act is not subject to compromise and is classified as such.
On April 26, 2013, the Bankruptcy Court entered an order authorizing the Debtors to discontinue substantially all of their non-union retiree healthcare programs, eliminate retiree life insurance benefits for current non-union employees, and cap life insurance benefits for current non-union retirees, effective July 31, 2013. Pursuant to this order, the Debtors contributed $250,000 in cash to a VEBA trust for the benefit of current non-union retirees, and, upon emergence from bankruptcy, will contribute $3.75 million in cash to the VEBA. The VEBA trust will be designed and administered by a Retiree Committee consisting of appointed non-union retirees. Pursuant to the order, the Debtors and the Retiree Committee have also agreed to engage in good faith discussions and negotiations to replace some or all of the remaining retiree life insurance benefits with other retiree benefits that are economically cash neutral or more advantageous to the Debtors, and/or to consider accelerating the payment or provision of any such existing or replacement benefits if economically beneficial to the Debtors.
At December 31, 2012, the liability associated with the non-union retiree benefit plans totaled approximately $63 million. In the second quarter of 2013, Patriot recognized a curtailment gain of $6.9 million related to the termination of these plans. Patriot also reduced its postretirement benefit obligation and a corresponding unrecognized loss in accumulated other comprehensive loss by $20.7 million in relation to the settlement of these plan obligations for current non-union employees. The settlement of the terminated benefits for retirees will not be recognized until the contribution is made in full to the VEBA. The remaining balances

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PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

of both the terminated and surviving non-union retiree benefit obligations remain in “Liabilities subject to compromise” at September 30, 2013.
As part of the accounting for the plan terminations, the fair value of the benefit obligations was remeasured resulting in a reduction to the postretirement benefit obligation and the corresponding unrecognized loss of $53.8 million. The change in the discount rate is the primary factor contributing to the change in the actuarial loss (discount rate of 4.71% at June 30, 2013 compared to 4.33% at December 31, 2012). Based on these changes to our obligation and the remeasurement of the liability, the accumulated actuarial loss and prior service credit are $357.5 million and $4.3 million, respectively, as of September 30, 2013, and are included in “Accumulated other comprehensive loss” on the condensed consolidated balance sheet.
As described in Note 2, Patriot and the UMWA have entered various agreements which, among other things, allow for the establishment of a VEBA trust that will assume the Debtors’ obligations to provide retiree healthcare benefits to certain UMWA retirees. Patriot and the UMWA are operating under these agreements; however, Patriot continues to recognize the full retiree healthcare obligation for both active employees and retirees as well as continues to accrue for these benefits until all applicable conditions are met. We anticipate the full transfer of this obligation to occur as part of the emergence transactions. We currently record monthly expenses of approximately $10.8 million in relation to these obligations.
We will continue to provide healthcare benefits for more than 2,300 individuals who receive healthcare benefits pursuant to the Coal Act.
Net periodic postretirement benefit costs included the following components:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Dollars in thousands)
Service cost for benefits earned
$
624

 
$
1,382

 
$
2,566

 
$
4,147

Interest cost on accumulated postretirement benefit obligation
17,528

 
18,208

 
51,681

 
54,623

Amortization of actuarial losses
16,998

 
14,007

 
56,112

 
42,022

Amortization of prior service credit
(201
)
 
(202
)
 
(937
)
 
(607
)
Gain on benefit plan curtailments
—

 
—

 
(6,876
)
 
—

Net periodic postretirement benefit costs
$
34,949

 
$
33,395

 
$
102,546

 
$
100,185


19
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

The following table sets forth the plan’s funded status reconciled with the amounts shown in the condensed consolidated balance sheet:
 
 
September 30, 2013
 
 
(Dollars in thousands)
Change in benefit obligation:
 
 
Accumulated postretirement benefit obligation at beginning of year
 
$
1,612,689

Service cost
 
2,566

Interest cost
 
51,681

Plan amendment
 
(1,695
)
Plan terminations
 
(20,741
)
Net benefits paid
 
(63,503
)
Change in actuarial loss
 
(53,782
)
Accumulated postretirement benefit obligation at end of period
 
1,527,215

Change in plan assets:
 
 
Fair value of plan assets at beginning of year
 
—

Contributions
 
63,503

Benefits paid and administrative fees (net of Medicare Part D reimbursements)
 
(63,503
)
Fair value of plan assets at end of period
 
—

Postretirement benefit obligation
 
1,527,215

Less current portion (included in Accrued expenses)
 
(7,600
)
Less liabilities subject to compromise portion
 
(1,436,700
)
Noncurrent obligation (included in Coal Act postretirement benefit obligations)
 
$
82,915


(7) Income Tax Provision
For the three and nine months ended September 30, 2013 we recorded no income tax provision. For the three and nine months ended September 30, 2012, we recorded an insignificant income tax benefit primarily related to certain state taxes. We anticipate a tax net operating loss for the year ending December 31, 2013 for which no benefit will be recognized.

(8) Earnings per Share
Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the reporting period. Diluted earnings per share is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period.
The effect of dilutive securities excludes certain stock options, restricted stock units and convertible debt-related shares because the inclusion of these securities was antidilutive to earnings per share. For the three and nine months ended September 30, 2013 and 2012, no common stock equivalents were included in the computation of the diluted loss per share because we reported a net loss. Accordingly, 2.1 million shares for the three and nine months ended September 30, 2013 and 1.9 million shares for the three and nine months ended September 30, 2012 related to stock-based compensation awards were excluded from the diluted loss per share calculation. In addition, 3.0 million common shares related to the convertible notes were excluded from the diluted loss per share calculation for all periods.


20
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

(9) Inventories
Inventories consisted of the following:
 
September 30, 2013
 
December 31, 2012
 
(Dollars in thousands)
Materials and supplies
$
48,285

 
$
52,970

Saleable coal
16,407

 
27,197

Raw coal
18,633

 
19,052

Total
$
83,325

 
$
99,219


(10) Debt and Credit Facilities
Our total indebtedness consisted of the following:
 
 
September 30, 2013
 
December 31, 2012
 
 
(Dollars in thousands)
Secured Debt
 
 
 
 
DIP First Out Term Loan, due 2013
 
$
375,000

 
$
375,000

Capital lease obligations
 
12,912

 
2,175

Promissory notes
 
2,305

 
—

Total secured debt, not subject to compromise
 
390,217

 
377,175

Unsecured Debt
 
 
 
 
8.25% Senior Notes, due 2018
 
250,000

 
250,000

3.25% Convertible Senior Notes, due 2013
 
200,000

 
200,000

Promissory notes
 
8,500

 
8,500

Total unsecured debt, subject to compromise
 
458,500

 
458,500

Total long-term debt
 
848,717

 
835,675

Less liabilities subject to compromise
 
(458,500
)
 
(458,500
)
Less current maturities of long-term debt
 
(381,684
)
 
(375,409
)
Long-term debt, less current maturities
 
$
8,533

 
$
1,766

DIP Financing
In connection with filing the Chapter 11 Petitions, the Debtors obtained and the Bankruptcy Court authorized post-petition financing, and for the Filing Subsidiaries (other than EACC Camps, Inc.) (collectively, the DIP Guarantors) to guaranty our obligations in connection with the DIP financing, up to an aggregate principal amount of $802.0 million, consisting of (i) a revolving credit loan in an amount not to exceed $125.0 million (First Out Revolving Credit Loan), (ii) a term loan in the amount of $375.0 million (First Out Term Loan, and together with the First Out Revolving Credit Loan, the First Out Facility), and (iii) a $302.0 million roll up of obligations under our pre-petition credit agreement in respect to outstanding letters of credit, inclusive of any obligations as to reimbursement, renewal and extension of the same issued in the aggregate amount of $300.8 million as of the Petition Date (the Second Out Facility and, together with the First Out Facility, the DIP Facilities).
The DIP Facilities include financial covenants applicable to Patriot and its subsidiaries, including compliance with requirements relating to minimum cumulative consolidated EBITDA, as defined by the DIP Facilities, maximum capital expenditures and minimum liquidity. On August 7, 2013, Patriot obtained an amendment to the DIP Facilities that (i) lowered the minimum cumulative consolidated EBITDA financial covenant threshold beginning with the July 2013 compliance reporting period, (ii) added a covenant requiring committed financing related to a plan of reorganization no later than October 31, 2013, and (iii) included a provision allowing for the financing of Patriot’s corporate insurance program. The Bankruptcy Court approved the DIP Facilities amendment on August 20, 2013. On October 30, 2013, Patriot obtained an amendment to the First Out Facility removing the covenant requiring committed financing related to a plan of reorganization no later than October 31, 2013. At September 30, 2013, we were in

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PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

compliance with each of the financial covenants of the DIP Facilities. Our compliance with the minimum cumulative consolidated EBITDA financial covenant remains subject to market conditions and our ability to improve financial performance, including implementing our restructuring initiatives. Failure to comply with any of the financial covenants would be an event of default under the terms of the DIP Facilities. If an event of default occurs, we would need to negotiate an amendment or waiver from the lenders and obtain Bankruptcy Court approval of such amendment or waiver; however, there can be no assurances that we would be able to obtain such an amendment or waiver in the future.
On September 11, 2013, after meeting certain conditions prescribed in the DIP Facilities agreement, Patriot extended the maturity date of the DIP Facilities to December 31, 2013. DIP financing fees of $11.7 million were incurred and paid in connection with the August 7, 2013 amendment to and the extension of the DIP Facilities in the third quarter of 2013.
At September 30, 2013, letters of credit totaling $63.4 million and $279.4 million were outstanding under the First Out Facility and the Second Out Facility, respectively.
Pre-Petition Credit Facilities
The filing of the Chapter 11 Petitions constituted an event of default under our pre-petition debt agreements and those obligations became automatically and immediately due and payable, although any actions to enforce such payment obligations are stayed as a result of the filing of the Chapter 11 Petitions. Thus, the Debtors’ pre-petition unsecured long-term debt of $458.5 million is included in “Liabilities subject to compromise” at September 30, 2013 and December 31, 2012. Since July 9, 2012, we have not recorded interest expense on unsecured debt that is subject to compromise. Contractual interest expense on pre-petition unsecured long-term debt from July 10, 2012 through September 30, 2013 was $51.7 million.
Capital Lease Obligations
Our capital lease obligations pertain to the financing of mining equipment used in operations. In the first nine months of 2013, Patriot amended certain existing operating leases allowing for transfer of ownership of the equipment at the end of each respective lease. As such, a carrying amount of approximately $15.6 million of additional capital lease obligations, net of imputed interest of $2.1 million, was recorded during the nine months ended September 30, 2013. Future minimum lease payments required under these capital leases are $1.2 million remaining in 2013, $4.1 million in 2014, $6.8 million in 2015 and $0.3 million in 2016.

(11) Accumulated Other Comprehensive Loss
The following table sets forth the components of accumulated other comprehensive loss:
 
Net
Actuarial Loss
Associated with
Postretirement
Plans and
Workers’
Compensation
Obligations
 
Prior Service Credit
Associated with
Postretirement
Plans
 
Gains and Losses on Cash Flow
Hedges
 
Total
Accumulated
Other
Comprehensive
Loss
 
(Dollars in thousands)
December 31, 2012
$
(492,467
)
 
$
10,423

 
$
427

 
$
(481,617
)
Unrealized gains
74,523

 
1,695

 
34

 
76,252

Reclassification from other comprehensive income to earnings (1)
57,077

 
(7,813
)
 
(461
)
 
48,803

Net other comprehensive income (loss)
131,600

 
(6,118
)
 
(427
)
 
125,055

September 30, 2013
$
(360,867
)
 
$
4,305

 
$
—

 
$
(356,562
)
(1) 
Amounts were recorded to “Operating costs and expenses” in the unaudited condensed consolidated statement of operations and increased (decreased) net loss for the nine months ended September 30, 2013.
Comprehensive loss during the periods differs from net loss by the amount of (i) unrealized gain or loss resulting from valuation changes of our diesel fuel hedges; (ii) adjustments related to the change in funded status of various benefit plans; and (iii) realized gains resulting from curtailments of certain benefit plans.


22
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

(12) Fair Value of Financial Instruments
Fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. Authoritative guidance establishes a three-level fair value hierarchy for fair value to be measured based on the observability of the inputs utilized in the valuation. The levels are: Level 1 - inputs from quoted prices in an active market, Level 2 - inputs other than quoted prices that are directly or indirectly observable through market corroborated inputs and Level 3 - inputs that are unobservable and require assumptions about pricing by market participants.
Cash and cash equivalents, accounts receivable, accounts payable and accrued expenses have carrying values which approximate fair value due to the short maturity or the financial nature of these instruments.
The following table summarizes the fair value of our remaining financial instruments:
 
September 30, 2013
 
December 31, 2012
 
(Dollars in thousands)
Assets:
 
 
 
Fuel contracts, cash flow hedges
$
—

 
$
427

Liabilities:
 
 
 
First Out Term Loan
375,000

 
378,750

$200 million of 3.25% Convertible Senior Notes due 2013 (Convertible Notes)
20,126

 
24,250

$250 million of 8.25% Senior Notes due 2018 (Senior Notes)
125,000

 
118,750

All of the instruments above were valued using Level 2 inputs. For additional disclosures regarding our fuel contracts, see Note 13. We utilized New York Mercantile Exchange (NYMEX) quoted market prices for the fair value measurement of these contracts, which reflects a Level 2 input. The fair value of the First Out Term Loan, Convertible Notes and the Senior Notes was estimated using the last traded value on the last day of each period, as provided by a third party.

(13) Derivatives
In connection with the Chapter 11 Petitions, we have been authorized by the Bankruptcy Court to continue performance under our pre-petition derivative contracts and to enter into and perform under post-petition derivative contracts consistent with the ordinary course of business and past practices. We utilize derivative financial instruments to manage exposure to certain commodity prices. We recognize derivative financial instruments at fair value on the condensed consolidated balance sheets. For derivative instruments that are eligible and designated as cash flow hedges, the periodic change in fair value is recorded in “Accumulated other comprehensive loss” until the hedged transaction occurs or the relationship ceases to qualify for hedge accounting. For derivatives that are not designated as hedges, the periodic change in fair value is recorded directly to earnings in “Operating costs and expenses” in the condensed consolidated statements of operations. In addition, if a portion of the change in fair value of a cash flow hedge is deemed ineffective during a reporting period, the ineffective portion of the change in fair value is recorded directly to earnings.
We have commodity price risk related to our diesel fuel purchases. To manage a portion of this risk, we entered into ultra low sulfur diesel swap contracts with financial institutions. The changes in diesel fuel prices and the prices of these financial instruments have historically been highly correlated, thus allowing the swap contracts to be designated as cash flow hedges of anticipated diesel fuel purchases. We expect to purchase approximately 21 million gallons of diesel fuel across all operations in 2013. As of September 30, 2013, our ultra low sulfur diesel swap contracts were expired, with no notional amounts outstanding. During the fourth quarter of 2012, our outstanding contracts ceased to be highly effective due to impacts on diesel fuel prices from Hurricane Sandy. As such, we recorded the change in fair value directly to earnings on a prospective basis. For the three and nine months ended September 30, 2013, the prospective change in the fair value for the cash flow hedges deemed ineffective was immaterial. For the three and nine months ended September 30, 2012, the portion of the fair value for the cash flow hedges deemed ineffective was immaterial.
For the three and nine months ended September 30, 2013, we recognized a net gain of $0.2 million and $0.5 million in earnings on settled contracts, respectively. For the three and nine months ended September 30, 2012, we recognized a net gain of $0.3 million and $1.5 million in earnings on settled contracts, respectively. Excluding the impact of our hedging activities, a $0.10 per gallon change in the price of diesel fuel would impact our annual operating costs by approximately $2.1 million.

23
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

The fair value of our fuel contracts at December 31, 2012 resulted in a current asset (Prepaid expenses and other current assets) of $0.4 million. We utilized NYMEX quoted market prices for the fair value measurement of the contracts, which reflected a Level 2 fair value input.

(14) Guarantees
In 2010, we agreed to provide a limited guaranty of the payment and performance under certain loans entered into by one of our joint ventures. The loans were obtained to purchase equipment, which is pledged as collateral for the loans. The maximum term of the loans is through January 2016. The guaranteed portion of the loan balances at September 30, 2013 totaled $4.1 million, all of which is recorded as a liability subject to compromise on our condensed consolidated balance sheet. At December 31, 2012, there was no carrying amount of the liability on the condensed consolidated balance sheet related to these guarantees. The financial performance of our joint ventures is subject to market risks similar to our coal mining operations.
As of September 30, 2013, we have a receivable of approximately $0.7 million due from one of our joint ventures for royalties and utility usage.
During 2012, subsequent to filing Chapter 11 Petitions, we posted cash collateral for letters of credit under the DIP Facilities, resulting in $50.0 million in interest-bearing deposits. During 2011, Patriot posted a $15.0 million interest-bearing deposit with the U.S. Department of Labor (DOL) as collateral for occupational disease (black lung) workers’ compensation obligations related to certain of our subsidiaries. These deposits are recorded to “Cash collateralization deposits” on the accompanying condensed consolidated balance sheets.
In the normal course of business, we are party to guarantees and financial instruments with off-balance-sheet risk, such as bank letters of credit, performance or surety bonds and other guarantees and indemnities, which are not reflected in the accompanying condensed consolidated balance sheets. Such financial instruments are valued based on the amount of exposure under the instrument and the likelihood of required performance. We do not expect any material losses to result from these guarantees or off-balance-sheet instruments.
Other Guarantees
We are the lessee or sublessee under numerous equipment and property leases. It is common in such commercial lease transactions for Patriot, as the lessee, to agree to indemnify the lessor for the value of the property or equipment leased, should the property be damaged or lost during the course of our operations. We expect that losses with respect to leased property would be covered by insurance (subject to deductibles). Patriot and certain of our subsidiaries have guaranteed other subsidiaries’ performance under their various lease obligations. Aside from indemnification of the lessor for the value of the property leased, our maximum potential obligations under these leases are equal to the respective future minimum lease payments and/or, in certain leases, liquidated damages, assuming no amounts could be recovered from third parties.

(15) Commitments and Contingencies
The Bankruptcy Case
On July 9, 2012, the Initial Debtors filed voluntary petitions for reorganization under the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. On September 23, 2013, Brody Mining, LLC (Brody) and Patriot Ventures LLC (the New Debtors, together with the Initial Debtors, the Debtors), wholly owned subsidiaries, filed Chapter 11 Petitions under the Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Missouri. The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As a result of the Chapter 11 Petitions, much of the pending litigation against the Debtors is stayed. Subject to certain exceptions and approval by the Bankruptcy Court, no party can take further actions against the Debtors to recover pre-petition claims that have been discharged under the POR.
Commitments
As of September 30, 2013, purchase commitments for equipment totaled $36.3 million primarily related to longwall equipment replacements, ventilation shaft projects at our Federal and Highland mining complexes, and safety equipment upgrades throughout our operations. Of this amount, we have equipment totaling $17.2 million scheduled for delivery in the remainder of 2013, with the remainder in subsequent years.

24
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

Other
On occasion, we become a party to claims, lawsuits, arbitration proceedings and administrative procedures in the ordinary course of business. Our material legal proceedings are discussed below.
Clean Water Act Permit Issues
The federal Clean Water Act (CWA) and corresponding state and local laws and regulations affect coal mining operations by restricting the discharge of pollutants, including dredged or fill materials, into waters of the U.S. In particular, the CWA requires effluent limitations and treatment standards for wastewater discharge through the National Pollutant Discharge Elimination System (NPDES) program. NPDES permits, which we must obtain for both active and historical mining operations, govern the discharge of pollutants into water, require regular monitoring and reporting and set forth performance standards. States are empowered to develop and enforce water quality standards, which are subject to change and must be approved by the U.S. Environmental Protection Agency (EPA). Water quality standards vary from state to state.
Patriot has obligations related to the discharge of selenium in excess of allowable limits at certain mining operations. Although existing technology continues to evolve and new technologies are being considered for the treatment of selenium discharges in excess of allowable limits, there has been no proven technology to effectively treat selenium in coal mining discharges to the levels required in all the applications present at our operations. Additionally, we are currently involved in various legal proceedings related to compliance with the effluent selenium limits in our mining permits. As a result of these legal proceedings, we are subject to various consent decrees and court orders that require us to, among other things, meet certain compliance deadlines. As of September 30, 2013 and December 31, 2012, the liability related to selenium water treatment at outfalls with known exceedances was $433.2 million and $443.0 million, respectively, and reflects the estimated costs of the planned technology selections to be implemented and maintained at these operations. Further discussed below are the lawsuits in which we are involved and the various rulings and settlements related to these lawsuits, as well as the continued uncertainties related to these obligations, including the identification, implementation and cost of effective treatment technologies.
At September 30, 2013, environmental claims and litigation in connection with our various NPDES permits and related CWA requirements included the following:
West Virginia Department of Environmental Protection (WVDEP) Actions
In 2007, Hobet Mining, LLC (Hobet), one of our subsidiaries, was sued for exceedances of effluent limits contained in four of its NPDES permits in state court in Boone County, West Virginia by the WVDEP. We refer to this case as the Hobet WVDEP Action. This action addressed all effluent limits, including selenium, established by the permits. We entered into a settlement and consent order with the WVDEP, as subsequently modified, to extend coverage to two additional permits, achieve full compliance with the WVDEP permits by July 2012 and to study potential treatment alternatives for selenium. In May 2012, WVDEP and Hobet jointly requested an extension of the July 2012 compliance date while further refinements to the consent decree were discussed. The Boone County Circuit Court extended the compliance date while those discussions were ongoing.
On April 23, 2010, WVDEP filed a lawsuit against Catenary Coal Company, LLC (Catenary), one of our subsidiaries, in the Boone County Circuit Court in West Virginia. We refer to this case as the Catenary WVDEP Action. This lawsuit alleged that Catenary had discharged selenium from its surface mining operations in violation of certain of its NPDES and surface mining permits. WVDEP sought fines and penalties as well as injunctions prohibiting Catenary from discharging pollutants, including selenium, in violation of laws and NPDES permits. The permits contained in the Catenary WVDEP Action are also included in the February 2011 Litigation discussed below under “Federal Cases.” The Catenary WVDEP Action was consolidated with the Hobet WVDEP Action. In the first quarter of 2013, Patriot filed a modified consent decree with the WVDEP in Boone County seeking to align the compliance dates for the permits in the consolidated Hobet WVDEP Action and Catenary WVDEP Action with the compliance dates in the January 2012 comprehensive consent decree and subsequent modification discussed below. On April 9, 2013, the Boone County Circuit Court approved and signed this modified consent decree.
On June 11, 2010, WVDEP filed a lawsuit against Apogee Coal Company, LLC (Apogee), one of our subsidiaries, in the Logan County Circuit Court in West Virginia, alleging discharge of pollutants, including selenium, in violation of certain of its NPDES and Surface Mining Control and Reclamation Act (SMCRA) permits. We refer to this case as the Apogee WVDEP Action. The permits contained in the Apogee WVDEP Action are also included in the February 2011 Litigation discussed below. The compliance deadlines for outfalls covered by this lawsuit were addressed in the January 2012 comprehensive consent decree and subsequent modification. WVDEP is seeking fines and penalties as well as injunctions prohibiting Apogee from discharging pollutants, including selenium, in violation of laws and NPDES permits. In the second quarter of 2013, Patriot filed a draft consent decree with the WVDEP seeking to align the compliance dates for the permits in the Apogee WVDEP Action with the compliance

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(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

dates in the January 2012 comprehensive consent decree and subsequent modification discussed below. On August 13, 2013, the Logan County Circuit Court approved and signed this consent decree.
Federal Cases
In 2007, Apogee was sued in the U.S. District Court for the Southern District of West Virginia (U.S. District Court) by the Ohio Valley Environmental Coalition, Inc. (OVEC) and another environmental group (pursuant to the citizen suit provisions of the CWA). We refer to this lawsuit as the Federal Apogee Case. This lawsuit alleged that Apogee had violated water effluent limits for selenium set forth in one of its NPDES permits.
In March 2010, the U.S. District Court permitted a lawsuit to proceed that was filed in October 2009 by OVEC and other environmental groups against Hobet, alleging that Hobet had in the past violated, and continued to violate, effluent limitations for selenium in a NPDES permit and the requirements of a SMCRA permit for Hobet Surface Mine No. 22 and seeking injunctive relief. We refer to this as the Federal Hobet Surface Mine No. 22 Case.
The U.S. District Court entered a ruling on September 1, 2010 (the September 2010 Ruling) in both the Federal Apogee Case and the Federal Hobet Surface Mine No. 22 Case mandating the installation of selenium treatment systems at these sites.
In relation to the Federal Apogee Case and based on the September 2010 Ruling, Apogee completed the construction of a Fluidized Bed Reactor (FBR) water treatment facility and began operating the facility in the first quarter of 2013. This is a first-of-its-kind application of this treatment technology to coal mining discharges at full scale water flows. Accordingly, the facility has been subjected to an extended startup and commissioning phase. Because of the uncertainties surrounding the use of FBR technology to remove selenium or any other chemical elements at coal mining operations and due to the variable conditions encountered during startup, the system will require significant monitoring and, as applicable, adjusting over the first several months of operations. Apogee met its March 1, 2013 deadline to comply with the terms of the court order and will continue monitoring and testing the facility. As of September 30, 2013, we have spent approximately $46.1 million on the installation of the Apogee FBR facility.
In relation to the Federal Hobet Surface Mine No. 22 Case and as part of the September 2010 Ruling, Patriot had identified the Advanced Biological Metals Removal System (ABMet) as the selenium treatment technology to be utilized at the Hobet Surface Mine No. 22 outfall. This ruling initially required compliance with applicable discharge limits under the permit by May 1, 2013. The Modified Comprehensive Consent Decree, as defined and discussed below, extended the compliance deadline for this outfall to August 1, 2014. In the third quarter of 2013, Patriot received approval to implement a bio-chemical reactor (BCR) treatment technology at this outfall. We began construction on the BCR treatment system in July 2013 and expect to complete construction prior to the August 1, 2014 compliance deadline. If the BCR technology is not successful in eliminating selenium from this outfall below allowable limits, we may be required to utilize ABMet or an alternative technology.
In February 2011, OVEC and two other environmental groups filed a lawsuit against us, Apogee, Catenary and Hobet, in the U.S. District Court alleging violations of ten NPDES permits and certain SMCRA permits. We refer to this case as the February 2011 Litigation. The February 2011 Litigation involves the same four NPDES permits that are the subject of the Catenary WVDEP Action, the same Apogee permit that is the subject of the Apogee WVDEP Action, four NPDES permits that are the subject of the Hobet WVDEP Action and one additional NPDES permit held by Hobet that is not the subject of any action by WVDEP.
On January 18, 2012, we finalized a comprehensive consent decree with OVEC and the other environmental groups to resolve the February 2011 Litigation. The comprehensive consent decree was approved by the U.S. District Court and became effective on March 15, 2012. The comprehensive consent decree set technology selection and compliance dates for the outfalls in the ten permits included in the February 2011 Litigation on a staggered basis, allowing us to continue testing certain technologies as well as to take advantage of technology that is still in the development stage.
In December 2012 and January 2013, the Bankruptcy Court and the U.S. District Court approved an agreement between Patriot and OVEC and other environmental groups to extend the Hobet Surface Mine No. 22 outfall compliance date to August 1, 2014. In addition, a 12-month extension of each of the technology selection and specified compliance dates in the January 2012 comprehensive consent decree was approved (as modified, the Modified Comprehensive Consent Decree); such technology selection and compliance dates, as extended, are set forth below. Extension of the deadlines allows us to defer spending and help to maintain liquidity during the bankruptcy proceedings and provides additional time for alternative treatment technologies and solutions to develop.
The Modified Comprehensive Consent Decree, which was entered by the U.S. District Court in January 2013, separates the specified outfalls into categories based on the average gallons per minute water flow at each outfall and requires that we select water treatment technology alternatives by category. Additionally, we agreed to, among other things, come into compliance with

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

applicable selenium discharge limits at each outfall beginning with the first category by March 15, 2015 and ending with the last category by March 15, 2018. The Modified Comprehensive Consent Decree established the following framework under which we will interface with the plaintiffs with respect to the identified permits and outfalls:
Category/Gallons Per Minute
Technology Selection Date
Specified Compliance Date
I / 0-200
September 1, 2013
March 15, 2015
II / 201-400
December 31, 2013
March 15, 2016
III / 401-600
March 31, 2014
December 15, 2016
IV / 601-1000
September 1, 2014
May 15, 2017
V / 1000 +
September 1, 2015
March 15, 2018
As of September 1, 2013, we made our technology selection for Category I, selecting the BCR technology for each of these outfalls. The BCR technology has proven to be effective at removing selenium on a sustainable basis under conditions similar to our Category I outfalls. Based on this selection we adjusted our liability to reflect the estimated costs of installing and operating the BCR technology at the Category I outfalls and this resulted in a reduction of $31.4 million to the liability and to asset retirement obligation expense in the third quarter of 2013.
Continued Uncertainties Related to Selenium Water Treatment Obligations
Prior to our pilot project performed in 2010, FBR technology required under the September 2010 Ruling had not been used to remove selenium or any other minerals discharged at coal mining operations, but had been successful in other industrial applications. The FBR water treatment facility is the first facility of its kind constructed for selenium removal on a commercial scale. Though we have operated the FBR facility for two quarters, the FBR technology has not been proven effective on a sustained full-scale commercial basis at coal mining operations, and there can be no assurance that it will be successful under all variable conditions experienced at our mining operations.
As of September 30, 2013, the liability to treat selenium discharges at outfalls not addressed in the September 2010 Ruling or in the Category I adjustment discussed above is based on the installation and operating costs of an Iron Facilitated Selenium Reduction (IFSeR) water treatment system. There is significant uncertainty as to whether IFSeR technology can be utilized to achieve compliance at these outfalls, particularly those with higher average water flows. However, IFSeR technology is currently the treatment technology that is best adapted for installation and operation under the various site-specific conditions at our outfalls. We have been and continue to assess the use of the BCR treatment technology and other potential treatment technologies, particularly at outfalls with higher water flows, to determine their applicability and effectiveness at removing selenium from coal mining discharges. Additionally, we continue to refine the IFSeR treatment systems to obtain efficiencies in both selenium removal and cost. The ability to utilize the BCR technology at more outfalls, to combine treatment technologies if necessary, and to identify improvements to the efficiencies of the IFSeR system or any other treatment approaches that are selected for implementation at our outfalls may affect the amount of the liability in the future and we will adjust it as necessary.
If BCR or IFSeR systems are not ultimately successful in treating the effluent selenium exceedances at our outfalls, we may be required to install alternative treatment solutions. Alternative technology solutions that we may ultimately select are still in the early phases of development and their related costs cannot be reasonably estimated at this time. The cost of other water treatment solutions could be materially different than the costs reflected in our liability. Furthermore, costs associated with potential modifications to BCR or IFSeR or the scale of our current BCR or IFSeR systems could also cause the costs to be materially different than the costs reflected in our liability. We cannot provide an estimate of the possible additional range of costs associated with alternate treatment solutions at this time. Potential installations of selenium treatment alternatives are further complicated by the variable geological, topographical and water flow considerations of each individual outfall.
While we are actively continuing to explore treatment options, there can be no assurance as to if or when a definitive solution will be identified and implemented for outfalls covered by the WVDEP actions and the Modified Comprehensive Consent Decree. As a result, actual costs may differ from our current estimates. Due to the uncertainties discussed herein, we continuously assess the need to adjust our liability, taking into consideration, among other things, the probability of the utilization of a different technology or modification to the current technology, whether due to developments in our ongoing research, technology changes, further modifications pursuant to the Modified Comprehensive Consent Decree or other legal obligations to do so. Additionally, there are no assurances we will meet the timetable stipulated in the various court orders, consent decrees and permits to which we are subject.

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(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

With respect to all outfalls with known exceedances for selenium or any other parameter, including the specific sites discussed above, any failure to meet the deadlines set forth in our consent decrees or established by the federal government, the U.S. District Court or the State of West Virginia or to otherwise comply with our permits could result in (i) further litigation against us; (ii) an inability to obtain new permits or to maintain existing permits, which could impact our ability to mine our coal reserves; and (iii) the imposition of significant and material fines and penalties or other costs, all of which could materially adversely affect our financial condition, results of operations and cash flows.
In addition to the uncertainties related to technology discussed above, future changes to legislation, compliance with judicial rulings, consent decrees and regulatory requirements, findings from current research initiatives and the pace of future technological progress could result in costs that differ from our current estimates, which could have a material adverse effect on our financial condition, results of operations and cash flows.
We may incur additional costs relating to the lawsuits discussed above, including potential fines and penalties relating to selenium matters. Additionally, as a result of these ongoing litigation matters and federal regulatory initiatives related to water quality standards that affect valley fills, impoundments and other mining practices, including the selenium discharge matters described above, the process of applying for new permits has become more time-consuming and complex, the review and approval process is taking longer, and in certain cases, permits may not be issued.
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)
CERCLA and similar state laws create liability for investigation and remediation in response to releases of hazardous substances in the environment and for damages to natural resources. Under CERCLA and many similar state statutes, joint and several liability may be imposed on waste generators, site owners and operators and others regardless of fault. These laws and related regulations could require us to do some or all of the following: (i) remove or mitigate the effects of the disposal or release of certain substances on the environment at various sites; (ii) perform remediation work at such sites; and (iii) pay damages for loss of use and non-use values.
Although waste substances generated by coal mining and processing are generally not regarded as hazardous substances for the purposes of CERCLA and similar legislation, and are generally covered by SMCRA, some products used by coal companies in operations, such as chemicals, and the disposal of these products are governed by CERCLA. Thus, coal mines currently or previously owned or operated by us, and sites to which we have sent waste materials, may be subject to liability under CERCLA and similar state laws. A predecessor of one of our subsidiaries has been named as a potentially responsible party at a third-party site, but given the large number of entities involved at the site and our anticipated share of expected cleanup costs, we believe that its ultimate liability, if any, will not be material to our financial condition and results of operations.
Flood Litigation
In 2006, Hobet and Catenary were named as defendants along with various other property owners, coal companies, timbering companies and oil and natural gas companies in lawsuits arising from flooding that occurred on May 30 and 31, 2004 and June 4, 2004 in the Island Creek watershed of southern West Virginia. This litigation is pending before two different judges in the Circuit Court of Logan County, West Virginia. In one action, the plaintiffs assert that (i) Hobet failed to maintain an approved drainage control system for a pond on land near, on and/or contiguous to the sites of flooding and (ii) Hobet participated in the development of plans to grade, blast, and alter the land near, on and/or contiguous to the sites of the flooding. Hobet filed motions to dismiss, which were granted with respect to general factual allegations, generic claims, claims of strict liability and fraud and claims asserted by plaintiffs from certain localities. In the second action, in which plaintiffs allege that Hobet and Catenary engaged in extensive land altering activities that disturbed hydraulic balance, increased peak flow and surface runoff, and blocked natural drains, Hobet and Catenary filed motions to dismiss, asserting that the plaintiffs’ allegations are conclusory in nature and likely deficient as a matter of law. Most of the other defendants also filed motions to dismiss. The litigation of both actions are stayed due to the bankruptcy of one or more defendants. The outcome of the flood litigation is subject to numerous uncertainties. Based on our evaluation of the issues and their potential impact, the amount of any future loss cannot be reasonably estimated. However, based on current information, we believe this matter is likely to be resolved without a material adverse effect on our financial condition, results of operations and cash flows.
Other Litigation and Investigations
On October 24, 2013, the Federal Mine Safety and Health Administration (MSHA) notified Brody that a Pattern of Violations (POV) exists at the Brody No. 1 mine. MSHA issues POV notifications upon its determination that a particular mine demonstrated repeated violations of health or safety standards at the mine that could significantly and substantially contribute to the cause and effect of safety or health hazards pursuant to §104(e) of the Federal Mine Safety Mine and Health Act (an S&S Violation). Once

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PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

a POV has been issued for a mine, any additional S&S Violation may result in MSHA issuing an order requiring the affected part of the mine to withdraw, effectively ceasing operations, pending a determination that such violation has been abated.
Brody was acquired by Black Stallion Coal Company, LLC, one of our subsidiaries, effective December 31, 2012. Many of the violations and the severity measure cited in the POV finding took place during the period of time that Brody was owned and operated by its prior owner, an independent company. Immediately following our purchase of Brody, on January 3, 2013, Patriot submitted a Compliance Improvement Plan to MSHA. Since that time, the Brody mine compliance performance (as measured by violations per inspector day) has improved by 40 percent. Additionally, all former officers and key mine-level managers at Brody were replaced shortly after the purchase was concluded. More recently, on September 6, 2013, we submitted a Corrective Action Plan to MSHA to further improve safety and compliance at the Brody mine. Subsequently, on September 17, 2013, MSHA approved the submitted Corrective Action Plan.
While Brody intends to vigorously contest the POV finding, there can be no assurance as to if or when it will be successful in these efforts. At this time, we cannot provide an estimate of the possible additional range of costs associated with contesting the POV finding, complying with the POV-related inspections and the risk of partial or complete mine closure at the Brody mine.
On March 14, 2013, Patriot filed a lawsuit against Peabody Energy Corporation (Peabody) and one of its subsidiaries. In connection with Patriot’s 2007 spinoff from Peabody, Peabody agreed to assume the obligations for healthcare costs associated with thousands of UMWA retirees and dependents who had been employed by Peabody entities that were transferred to Patriot in the spinoff. Patriot sought a declaration from the Bankruptcy Court that any relief Patriot was able to obtain through the bankruptcy proceedings with respect to the healthcare benefits of its subsidiaries’ retirees would not relieve Peabody of its own liabilities with respect to the healthcare benefits of the UMWA retirees and dependents. On October 24, 2013, Patriot, Peabody and the UMWA, on behalf of itself and the UMWA-represented employees and retirees, entered into a settlement, which sets forth the principle terms that would resolve the various disputes among the three parties (the Peabody Settlement). As part of the Peabody Settlement, Peabody agreed to, among other things, (i) provide $310 million to the VEBA, (ii) issue and replace, as applicable, $126 million of letters of credit and (iii) provide credit support for Patriot’s federal black lung obligations. The settlement also provides for broad mutual releases of claims and causes of action among the parties. The Bankruptcy Court approved the Peabody Settlement on November 7, 2013.
The Peabody Settlement is subject to certain conditions, including the satisfaction of certain minimum liquidity standards by Patriot and the effectiveness of Patriot’s plan of reorganization. The Peabody Settlement may be terminated if, by March 31, 2014, a plan of reorganization that is consistent with the Peabody Settlement is not effective.
During the second half of 2012 and subsequent to the filing of the Chapter 11 Petitions, three class action complaints were filed against a former Chief Executive Officer, Richard M. Whiting, and former Chief Financial Officer, Mark N. Schroeder (the Class Action Complaints). The Class Action Complaints contain nearly identical allegations including that the defendants made or allowed false and misleading statements related to Patriot’s selenium water treatment liability and Patriot’s financial condition. The Class Action Complaints were consolidated and a lead plaintiff was appointed during January 2013. The Class Action Complaints can proceed during the pendency of the Bankruptcy Case as Patriot was not named as a defendant. Messrs. Whiting and Schroeder filed a motion to dismiss the Class Action Complaints on May 20, 2013. Additional briefing regarding this motion occurred during the third quarter of 2013, but a date for a hearing regarding the motion to dismiss has not yet been set.
Apogee has been sued, along with eight other defendants, including Monsanto Company (Monsanto), Pharmacia Corporation and Akzo Nobel Chemicals, Inc., by certain plaintiffs in state court in Putnam County, West Virginia. In total, 243 similar lawsuits have been served on Apogee, which are identical except for the named plaintiff. Each lawsuit alleges personal injury occasioned by exposure to dioxin generated by a plant owned and operated by certain of the other defendants during production of a chemical, 2,4,5-T, from 1949-1969. Apogee is alleged to be liable as the successor to the liabilities of a company that owned and/or controlled a dump site known as the Manila Creek landfill, which allegedly received and incinerated dioxin-contaminated waste from the plant. The lawsuits seek compensatory and punitive damages for personal injury. As of September 30, 2013, 51 of the lawsuits have been dismissed. Under the terms of the governing lease, Monsanto has assumed the defense of these lawsuits and has agreed to indemnify Apogee for any related damages. The failure of Monsanto to satisfy its indemnification obligations under the lease could have a material adverse effect on us.
A predecessor of one of our subsidiaries operated the Eagle No. 2 mine located near Shawneetown, Illinois, from 1969 until closure of the mine in July 1993. In March 1999, the State of Illinois brought a proceeding before the Illinois Pollution Control Board against the subsidiary alleging that groundwater contamination due to leaching from a coal waste pile at the mine site violated state standards. The subsidiary has developed a remediation plan with the State of Illinois and is in litigation before the

29
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

Illinois Pollution Control Board with the Illinois Attorney General’s office with respect to its claim for a civil penalty of $1.3 million.
In late January 2010, the U.S. Attorney’s office and the State of West Virginia began investigations relating to one or more of our employees making inaccurate entries in official mine records at our Federal No. 2 mine. We terminated one employee and two other employees resigned after being placed on administrative leave. The terminated employee subsequently admitted to falsifying inspection records and has been cooperating with the U.S. Attorney’s office. In April 2010, we received a federal subpoena requesting methane detection systems equipment used at our Federal No. 2 mine since July 2008 and the results of tests performed on the equipment since that date. We provided the equipment and information as required by the subpoena. We have not received any additional requests for information. In January 2012, the terminated employee filed a civil lawsuit against us alleging retaliatory discharge and intentional infliction of emotional distress. Additionally, in January 2012, five employees filed a purported class action lawsuit against us and the terminated employee seeking compensation for lost wages, emotional distress, and punitive damages for the alleged intentional violation of employee safety at the mine. In late March 2013, the court dismissed the purported class action lawsuit. The remaining civil lawsuit is currently stayed due to the bankruptcy of one or more defendants.
The outcome of other litigation and investigations is subject to numerous uncertainties. Based on our evaluation of the issues and their potential impact, the amount of any future loss cannot be reasonably estimated. However, based on current information, we believe these matters are likely to be resolved without a material adverse effect on our financial condition, results of operations and cash flows.

(16) Segment Information
We report our operations through two reportable operating segments, Appalachia and Illinois Basin. The Appalachia and Illinois Basin segments primarily consist of our mining operations in West Virginia and Kentucky, respectively. The principal business of the Appalachia segment is the mining and preparation of thermal coal, sold primarily to electricity generators, and metallurgical coal, sold to steel and coke producers. The principal business of the Illinois Basin segment is the mining and preparation of thermal coal, sold primarily to electricity generators.
 
Nine Months Ended September 30,
 
2013
 
2012
(% of total sales volume - tons)
 
 
 
Sales to electricity generators
70
%
 
75
%
Sales to steel & coke producers
30
%
 
25
%
Export sales
49
%
 
45
%
 
 
 
 
(Dollars in thousands)
 
 
 
Revenues attributable to foreign countries, based on where product shipped
$
521,771

 
$
682,700

For the nine months ended September 30, 2013 and 2012, there were no material revenues attributable to any individual foreign country for which we can determine the final destination of the shipment. For certain sales made through third-party arrangements, it is impracticable to determine the ultimate destination and customer.
We utilize underground and surface mining methods and produce coal with high and medium Btu content. Our operations have relatively short shipping distances from the mine to most of our domestic utility customers and certain metallurgical coal customers.
Our chief operating decision makers use Adjusted EBITDA as the primary measure of segment profit and loss. We believe that in our industry such information is a relevant measurement of a company’s operating financial performance. Adjusted EBITDA is defined as net income (loss) before deducting interest income and expense; income taxes; depreciation, depletion and amortization; asset retirement obligation expense; sales contract accretion; impairment and restructuring charge; and reorganization items. Segment Adjusted EBITDA is calculated the same as Adjusted EBITDA but excludes “Corporate and Other” as defined below. Because Adjusted EBITDA and Segment Adjusted EBITDA are not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies.

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PATRIOT COAL CORPORATION
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

“Corporate and Other” in the tables below includes selling and administrative expenses, net gain on disposal or exchange of assets and costs associated with past mining obligations.
Operating segment results for the three and nine months ended September 30, 2013 and 2012 were as follows:
 
Three Months Ended September 30, 2013
 
Nine Months Ended September 30, 2013
 
Appalachia
 
Illinois Basin
 
Corporate and Other
 
Total
 
Appalachia
 
Illinois Basin
 
Corporate and Other
 
Total
 
(Dollars in thousands)
Revenues
$
285,030

 
$
41,034

 
$
—

 
$
326,064

 
$
945,649

 
$
142,339

 
$
—

 
$
1,087,988

Adjusted EBITDA
12,178

 
(2,212
)
 
(56,253
)
 
(46,287
)
 
81,900

 
1,065

 
(164,411
)
 
(81,446
)
Additions to property, plant, equipment and mine development
22,797

 
3,819

 
—

 
26,616

 
46,116

 
13,979

 
—

 
60,095

Loss from equity affiliates
(1,803
)
 
—

 
—

 
(1,803
)
 
(11,119
)
 
—

 
—

 
(11,119
)
 
Three Months Ended September 30, 2012
 
Nine Months Ended September 30, 2012
 
Appalachia
 
Illinois Basin
 
Corporate and Other
 
Total
 
Appalachia
 
Illinois Basin
 
Corporate and Other
 
Total
 
(Dollars in thousands)
Revenues
$
375,101

 
$
73,095

 
$
—

 
$
448,196

 
$
1,234,609

 
$
250,230

 
$
—

 
$
1,484,839

Adjusted EBITDA
51,381

 
9,011

 
(57,085
)
 
3,307

 
229,415

 
30,748

 
(178,534
)
 
81,629

Additions to property, plant, equipment and mine development
24,308

 
2,105

 
—

 
26,413

 
107,337

 
15,824

 
13

 
123,174

Income from equity affiliates
1,864

 
—

 
—

 
1,864

 
3,564

 
—

 
—

 
3,564

A reconciliation of Adjusted EBITDA to net loss follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Dollars in thousands)
Adjusted EBITDA
$
(46,287
)
 
$
3,307

 
$
(81,446
)
 
$
81,629

Depreciation, depletion and amortization
(43,582
)
 
(48,906
)
 
(136,189
)
 
(135,430
)
Asset retirement obligation expense
14,257

 
(19,496
)
 
(20,284
)
 
(377,737
)
Sales contract accretion
—

 
—

 
—

 
11,628

Impairment and restructuring charge
—

 
(18,434
)
 
1,453

 
(60,892
)
Interest expense and other
(13,995
)
 
(13,661
)
 
(42,051
)
 
(46,168
)
Debtor-in-possession debt financing fees
(11,719
)
 
(42,552
)
 
(11,719
)
 
(42,552
)
Interest income
2

 
15

 
15

 
178

Reorganization items, net
(23,569
)
 
(76,214
)
 
(50,323
)
 
(76,214
)
Income tax benefit
—

 
8

 
—

 
8

Net loss
$
(124,893
)
 
$
(215,933
)
 
$
(340,544
)
 
$
(645,550
)



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PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

(17) Supplemental Guarantor/Non-Guarantor Financial Information
The following tables present condensed consolidating financial information for: (i) Patriot Coal Corporation (the Parent Company) on a stand-alone basis; (ii) the subsidiary guarantors of the 8.25% Senior Notes (the Guarantor Subsidiaries) on a combined basis and; (iii) the Non-Guarantor Subsidiary, Patriot Coal Receivables (SPV) Ltd. (the facilitating entity for the pre-petition accounts receivable securitization program), on a stand-alone basis. Each Guarantor Subsidiary is wholly-owned by Patriot Coal Corporation. The guarantees from each of the Guarantor Subsidiaries are full, unconditional, joint and several. Accordingly, separate financial statements of the wholly-owned Guarantor Subsidiaries are not presented because the Guarantor Subsidiaries will be jointly, severally and unconditionally liable under the guarantees, and we believe that separate financial statements and other disclosures regarding the Guarantor Subsidiaries are not material to potential investors.


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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
 
 
Three Months Ended September 30, 2013
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Revenues
 
 
 
 
 
 
 
 
 
Sales
$
—

 
$
322,390

 
$
—

 
$
—

 
$
322,390

Other revenues
—

 
3,674

 
—

 
—

 
3,674

Total revenues
—

 
326,064

 
—

 
—

 
326,064

Costs and expenses
 
 
 
 
 
 
 
 
 
Operating costs and expenses
—

 
361,855

 
—

 
—

 
361,855

Depreciation, depletion and amortization
—

 
43,582

 
—

 
—

 
43,582

Asset retirement obligation expense
—

 
(14,257
)
 
—

 
—

 
(14,257
)
Sales contract accretion
—

 
—

 
—

 
—

 
—

Impairment and restructuring charge
—

 
—

 
—

 
—

 
—

Selling and administrative expenses
2,762

 
6,155

 
—

 
—

 
8,917

Net gain on disposal or exchange of assets
—

 
(224
)
 
—

 
—

 
(224
)
Loss from equity affiliates
100,825

 
1,803

 
—

 
(100,825
)
 
1,803

Operating loss
(103,587
)
 
(72,850
)
 
—

 
100,825

 
(75,612
)
Interest expense and other
9,592

 
4,403

 
—

 
—

 
13,995

Debtor-in-possession debt financing fees
11,719

 
—

 
—

 
—

 
11,719

Interest income
(2
)
 
—

 
—

 
—

 
(2
)
Loss before reorganization items and income taxes
(124,896
)
 
(77,253
)
 
—

 
100,825

 
(101,324
)
Reorganization items, net
(3
)
 
23,572

 
—

 
—

 
23,569

Loss before income taxes
(124,893
)
 
(100,825
)
 
—

 
100,825

 
(124,893
)
Income tax benefit
—

 
—

 
—

 
—

 
—

Net loss
$
(124,893
)
 
$
(100,825
)
 
$
—

 
$
100,825

 
$
(124,893
)



33
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
 
 
Three Months Ended September 30, 2012
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Revenues
 
 
 
 
 
 
 
 
 
Sales
$
—

 
$
442,935

 
$
—

 
$
—

 
$
442,935

Other revenues
—

 
5,261

 
—

 
—

 
5,261

Total revenues
—

 
448,196

 
—

 
—

 
448,196

Costs and expenses
 
 
 
 
 
 
 
 
 
Operating costs and expenses
—

 
434,599

 
—

 
—

 
434,599

Depreciation, depletion and amortization
—

 
48,906

 
—

 
—

 
48,906

Asset retirement obligation expense
—

 
19,496

 
—

 
—

 
19,496

Sales contract accretion
—

 
—

 
—

 
—

 
—

Impairment and restructuring charge
—

 
18,434

 
—

 
—

 
18,434

Selling and administrative expenses
3,752

 
8,859

 
—

 
—

 
12,611

Net gain on disposal or exchange of assets
—

 
(457
)
 
—

 
—

 
(457
)
Loss (income) from equity affiliates
134,511

 
(1,864
)
 
—

 
(134,511
)
 
(1,864
)
Operating loss
(138,263
)
 
(79,777
)
 
—

 
134,511

 
(83,529
)
Interest expense and other
9,262

 
4,399

 
175

 
(175
)
 
13,661

Debtor-in-possession debt financing fees
42,552

 
—

 
—

 
—

 
42,552

Interest income
(11
)
 
(4
)
 
(175
)
 
175

 
(15
)
Loss before reorganization items and income taxes
(190,066
)
 
(84,172
)
 
—

 
134,511

 
(139,727
)
Reorganization items, net
25,867

 
50,347

 
—

 
—

 
76,214

Loss before income taxes
(215,933
)
 
(134,519
)
 
—

 
134,511

 
(215,941
)
Income tax benefit
—

 
(8
)
 
—

 
—

 
(8
)
Net loss
$
(215,933
)
 
$
(134,511
)
 
$
—

 
$
134,511

 
$
(215,933
)




34
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
 
 
Nine Months Ended September 30, 2013
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Revenues
 
 
 
 
 
 
 
 
 
Sales
$
—

 
$
1,077,363

 
$
—

 
$
—

 
$
1,077,363

Other revenues
—

 
10,625

 
—

 
—

 
10,625

Total revenues
—

 
1,087,988

 
—

 
—

 
1,087,988

Costs and expenses
 
 
 
 
 
 
 
 
 
Operating costs and expenses
—

 
1,134,231

 
—

 
—

 
1,134,231

Depreciation, depletion and amortization
—

 
136,189

 
—

 
—

 
136,189

Asset retirement obligation expense
—

 
20,284

 
—

 
—

 
20,284

Sales contract accretion
—

 
—

 
—

 
—

 
—

Impairment and restructuring charge
—

 
(1,453
)
 
—

 
—

 
(1,453
)
Selling and administrative expenses
8,363

 
19,143

 
—

 
—

 
27,506

Net gain on disposal or exchange of assets
—

 
(3,422
)
 
—

 
—

 
(3,422
)
Loss from equity affiliates
292,068

 
11,119

 
—

 
(292,068
)
 
11,119

Operating loss
(300,431
)
 
(228,103
)
 
—

 
292,068

 
(236,466
)
Interest expense and other
28,421

 
13,630

 
—

 
—

 
42,051

Debtor-in-possession debt financing fees
11,719

 
—

 
—

 
—

 
11,719

Interest income
(12
)
 
(3
)
 
—

 
—

 
(15
)
Loss before reorganization items and income taxes
(340,559
)
 
(241,730
)
 
—

 
292,068

 
(290,221
)
Reorganization items, net
(15
)
 
50,338

 
—

 
—

 
50,323

Loss before income taxes
(340,544
)
 
(292,068
)
 
—

 
292,068

 
(340,544
)
Income tax benefit
—

 
—

 
—

 
—

 
—

Net loss
$
(340,544
)
 
$
(292,068
)
 
$
—

 
$
292,068

 
$
(340,544
)



35
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
 
 
Nine Months Ended September 30, 2012
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Revenues
 
 
 
 
 
 
 
 
 
Sales
$
—

 
$
1,445,546

 
$
—

 
$
—

 
$
1,445,546

Other revenues
—

 
39,293

 
—

 
—

 
39,293

Total revenues
—

 
1,484,839

 
—

 
—

 
1,484,839

Costs and expenses
 
 
 
 
 
 
 
 
 
Operating costs and expenses
—

 
1,367,158

 
—

 
—

 
1,367,158

Depreciation, depletion and amortization
—

 
135,430

 
—

 
—

 
135,430

Asset retirement obligation expense
—

 
377,737

 
—

 
—

 
377,737

Sales contract accretion
—

 
(11,628
)
 
—

 
—

 
(11,628
)
Impairment and restructuring charge
—

 
60,892

 
—

 
—

 
60,892

Selling and administrative expenses
12,225

 
30,516

 
—

 
—

 
42,741

Net gain on disposal or exchange of assets
—

 
(3,125
)
 
—

 
—

 
(3,125
)
Loss (income) from equity affiliates
531,842

 
(3,564
)
 
—

 
(531,842
)
 
(3,564
)
Operating loss
(544,067
)
 
(468,577
)
 
—

 
531,842

 
(480,802
)
Interest expense and other
33,173

 
12,995

 
952

 
(952
)
 
46,168

Debtor-in-possession debt financing fees
42,552

 
—

 
—

 
—

 
42,552

Interest income
(109
)
 
(69
)
 
(952
)
 
952

 
(178
)
Loss before reorganization items and income taxes
(619,683
)
 
(481,503
)
 
—

 
531,842

 
(569,344
)
Reorganization items, net
25,867

 
50,347

 
—

 
—

 
76,214

Loss before income taxes
(645,550
)
 
(531,850
)
 
—

 
531,842

 
(645,558
)
Income tax benefit
—

 
(8
)
 
—

 
—

 
(8
)
Net loss
$
(645,550
)
 
$
(531,842
)
 
$
—

 
$
531,842

 
$
(645,550
)




36
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
Three Months Ended September 30, 2013
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Net loss
$
(124,893
)
 
$
(100,825
)
 
$
—

 
$
100,825

 
$
(124,893
)
Accumulated actuarial loss and prior service credit realized in net loss
—

 
17,119

 
—

 
—

 
17,119

Plan curtailment - prior service credit recognized
—

 
—

 
—

 
—

 
—

Reduction in postretirement benefit obligations due to terminations
—

 
—

 
—

 
—

 
—

Net change in fair value of diesel fuel hedge
44

 

 
—

 
—

 
44

Realized gains of diesel fuel hedge
(180
)
 

 
—

 
—

 
(180
)
Other comprehensive income (loss)
(136
)
 
17,119

 
—

 
—

 
16,983

Comprehensive loss
$
(125,029
)
 
$
(83,706
)
 
$
—

 
$
100,825

 
$
(107,910
)






UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
Three Months Ended September 30, 2012
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Net loss
$
(215,933
)
 
$
(134,511
)
 
$
—

 
$
134,511

 
$
(215,933
)
Accumulated actuarial loss and prior service credit realized in net loss
—

 
13,715

 
—

 
—

 
13,715

Net change in fair value of diesel fuel hedge
2,822

 
—

 
—

 
—

 
2,822

Realized gains of diesel fuel hedge
(346
)
 
—

 
—

 
—

 
(346
)
Other comprehensive income
2,476

 
13,715

 
—

 
—

 
16,191

Comprehensive loss
$
(213,457
)
 
$
(120,796
)
 
$
—

 
$
134,511

 
$
(199,742
)



37
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
Nine Months Ended September 30, 2013
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Net loss
$
(340,544
)
 
$
(292,068
)
 
$
—

 
$
292,068

 
$
(340,544
)
Accumulated actuarial loss and prior service credit realized in net loss
—

 
56,140

 
—

 
—

 
56,140

Plan curtailment - prior service credit recognized
—

 
(6,876
)
 
—

 
—

 
(6,876
)
Reduction in postretirement benefit obligations due to terminations
—

 
76,218

 
—

 
—

 
76,218

Net change in fair value of diesel fuel hedge
34

 
—

 
—

 
—

 
34

Realized gains of diesel fuel hedge
(461
)
 
—

 
—

 
—

 
(461
)
Other comprehensive income (loss)
(427
)
 
125,482

 
—

 
—

 
125,055

Comprehensive loss
$
(340,971
)
 
$
(166,586
)
 
$
—

 
$
292,068

 
$
(215,489
)






UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
Nine Months Ended September 30, 2012
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Net loss
$
(645,550
)
 
$
(531,842
)
 
$
—

 
$
531,842

 
$
(645,550
)
Accumulated actuarial loss and prior service credit realized in net loss
—

 
41,147

 
—

 
—

 
41,147

Net change in fair value of diesel fuel hedge
2,571

 
—

 
—

 
—

 
2,571

Realized gains of diesel fuel hedge
(1,472
)
 
—

 
—

 
—

 
(1,472
)
Other comprehensive income
1,099

 
41,147

 
—

 
—

 
42,246

Comprehensive loss
$
(644,451
)
 
$
(490,695
)
 
$
—

 
$
531,842

 
$
(603,304
)




38
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
 
 
 
 
 
 
 
 
 
 
 
September 30, 2013
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
102,470

 
$
81

 
$
—

 
$
—

 
$
102,551

Accounts receivable and other, net
59

 
103,936

 
—

 
—

 
103,995

Inventories
—

 
83,325

 
—

 
—

 
83,325

Deferred income taxes
48,479

 
—

 
—

 
—

 
48,479

Prepaid expenses and other current assets
197

 
22,617

 
—

 
—

 
22,814

Total current assets
151,205

 
209,959

 
—

 
—

 
361,164

Property, plant, equipment and mine development
 
 
 
 
 
 
 
 
 
Land and coal interests
—

 
2,899,224

 
—

 
—

 
2,899,224

Buildings and improvements
—

 
599,384

 
—

 
—

 
599,384

Machinery and equipment
492

 
795,684

 
—

 
—

 
796,176

Less accumulated depreciation, depletion and amortization
(33
)
 
(1,243,284
)
 
—

 
—

 
(1,243,317
)
Property, plant, equipment and mine development, net
459

 
3,051,008

 
—

 
—

 
3,051,467

Cash collateralization deposits
64,990

 
—

 
—

 
—

 
64,990

Investments, intercompany and other assets
581,070

 
(374,188
)
 
—

 
(175,449
)
 
31,433

Total assets
$
797,724

 
$
2,886,779

 
$
—

 
$
(175,449
)
 
$
3,509,054

LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
 
 
 
 
 
 
Liabilities not subject to compromise
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
898

 
$
243,697

 
$
—

 
$
—

 
$
244,595

Current maturities of long-term debt
375,170

 
6,514

 
—

 
—

 
381,684

Total current liabilities
376,068

 
250,211

 
—

 
—

 
626,279

Long-term debt, less current maturities
135

 
8,398

 
—

 
—

 
8,533

Deferred income taxes
48,479

 
—

 
—

 
—

 
48,479

Asset retirement obligations
—

 
704,363

 
—

 
—

 
704,363

Workers’ compensation obligations
—

 
259,286

 
—

 
—

 
259,286

Coal Act postretirement benefit obligations
—

 
82,915

 
—

 
—

 
82,915

Obligation to industry fund
—

 
31,838

 
—

 
—

 
31,838

Other noncurrent liabilities
—

 
19,503

 
—

 
—

 
19,503

Total liabilities not subject to compromise
424,682

 
1,356,514

 
—

 
—

 
1,781,196

Liabilities subject to compromise
461,163

 
1,711,286

 
—

 
—

 
2,172,449

Total liabilities
885,845

 
3,067,800

 
—

 
—

 
3,953,645

Stockholders’ deficit
(88,121
)
 
(181,021
)
 
—

 
(175,449
)
 
(444,591
)
Total liabilities and stockholders’ deficit
$
797,724

 
$
2,886,779

 
$
—

 
$
(175,449
)
 
$
3,509,054


39
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
333,041

 
$
888

 
$
—

 
$
—

 
$
333,929

Accounts receivable and other, net
125

 
105,010

 
—

 
—

 
105,135

Inventories
—

 
99,219

 
—

 
—

 
99,219

Deferred income taxes
65,036

 
—

 
—

 
—

 
65,036

Prepaid expenses and other current assets
2,253

 
35,153

 
—

 
—

 
37,406

Total current assets
400,455

 
240,270

 
—

 
—

 
640,725

Property, plant, equipment and mine development
 
 
 
 
 
 
 
 
 
Land and coal interests
—

 
2,892,799

 
—

 
—

 
2,892,799

Buildings and improvements
—

 
571,985

 
—

 
—

 
571,985

Machinery and equipment
—

 
767,749

 
—

 
—

 
767,749

Less accumulated depreciation, depletion and amortization
—

 
(1,130,027
)
 
—

 
—

 
(1,130,027
)
Property, plant, equipment and mine development, net
—

 
3,102,506

 
—

 
—

 
3,102,506

Cash collateralization deposits
64,990

 
—

 
—

 
—

 
64,990

Investments, intercompany and other assets
692,771

 
(194,668
)
 
—

 
(467,517
)
 
30,586

Total assets
$
1,158,216

 
$
3,148,108

 
$
—

 
$
(467,517
)
 
$
3,838,807

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
 
 
 
 
 
 
 
 
Liabilities not subject to compromise
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
8,024

 
$
239,465

 
$
—

 
$
—

 
$
247,489

Current maturities of long-term debt
375,000

 
409

 
—

 
—

 
375,409

Total current liabilities
383,024

 
239,874

 
—

 
—

 
622,898

Long-term debt, less current maturities
—

 
1,766

 
—

 
—

 
1,766

Deferred income taxes
65,036

 
—

 
—

 
—

 
65,036

Asset retirement obligations
—

 
720,461

 
—

 
—

 
720,461

Workers’ compensation obligations
—

 
254,680

 
—

 
—

 
254,680

Coal Act postretirement benefit obligations
—

 
87,805

 
—

 
—

 
87,805

Obligation to industry fund
—

 
34,278

 
—

 
—

 
34,278

Other noncurrent liabilities
139

 
22,666

 
—

 
—

 
22,805

Total liabilities not subject to compromise
448,199

 
1,361,530

 
—

 
—

 
1,809,729

Liabilities subject to compromise
461,202

 
1,801,105

 
—

 
—

 
2,262,307

Total liabilities
909,401

 
3,162,635

 
—

 
—

 
4,072,036

Stockholders’ equity (deficit)
248,815

 
(14,527
)
 
—

 
(467,517
)
 
(233,229
)
Total liabilities and stockholders’ equity (deficit)
$
1,158,216

 
$
3,148,108

 
$
—

 
$
(467,517
)
 
$
3,838,807



40
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
 
Nine Months Ended September 30, 2013
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Cash Flows From Operating Activities
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
$
(38,308
)
 
$
(106,208
)
 
$
—

 
$
—

 
$
(144,516
)
 
 
 
 
 
 
 
 
 
 
Cash Flows From Investing Activities
 
 
 
 
 
 
 
 
 
Additions to property, plant, equipment and mine development
—

 
(60,095
)
 
—

 
—

 
(60,095
)
Additions to advance mining royalties
—

 
(7,207
)
 
—

 
—

 
(7,207
)
Acquisition
—

 
(1,186
)
 
—

 
—

 
(1,186
)
Proceeds from disposal or exchange of assets
—

 
3,442

 
—

 
—

 
3,442

Other
—

 
(710
)
 
—

 
—

 
(710
)
Net cash used in investing activities
—

 
(65,756
)
 
—

 
—

 
(65,756
)
 
 
 
 
 
 
 
 
 
 
Cash Flows From Financing Activities
 
 
 
 
 
 
 
 
 
Proceeds from debtor-in-possession debt
—

 
—

 
—

 
—

 
—

Debtor-in-possession debt financing fees
(11,719
)
 
—

 
—

 
—

 
(11,719
)
Long-term debt payments
(210
)
 
(5,623
)
 
—

 
—

 
(5,833
)
Deferred financing costs
—

 
—

 
—

 
—

 
—

Proceeds from employee stock programs
—

 
—

 
—

 
—

 
—

Coal reserve financing transaction
—

 
(3,554
)
 
—

 
—

 
(3,554
)
Intercompany transactions
(180,334
)
 
180,334

 
—

 
—

 
—

Net cash (used in) provided by financing activities
(192,263
)
 
171,157

 
—

 
—

 
(21,106
)
 
 
 
 
 
 
 
 
 
 
Net decrease in cash and cash equivalents
(230,571
)
 
(807
)
 
—

 
—

 
(231,378
)
Cash and cash equivalents at beginning of year
333,041

 
888

 
—

 
—

 
333,929

Cash and cash equivalents at end of period
$
102,470

 
$
81

 
$
—

 
$
—

 
$
102,551




41
PATRIOT COAL CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013


UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
 
Nine Months Ended September 30, 2012
 
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Entity
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
Cash Flows From Operating Activities
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$
(66,721
)
 
$
64,472

 
$
—

 
$
—

 
$
(2,249
)
 
 
 
 
 
 
 
 
 
 
Cash Flows From Investing Activities
 
 
 
 
 
 
 
 
 
Additions to property, plant, equipment and mine development
—

 
(123,174
)
 
—

 
—

 
(123,174
)
Additions to advance mining royalties
—

 
(17,024
)
 
—

 
—

 
(17,024
)
Acquisition
—

 
(2,530
)
 
—

 
—

 
(2,530
)
Proceeds from disposal or exchange of assets
—

 
3,490

 
—

 
—

 
3,490

Other
—

 
(369
)
 
—

 
—

 
(369
)
Net cash used in investing activities
—

 
(139,607
)
 
—

 
—

 
(139,607
)
 
 
 
 
 
 
 
 
 
 
Cash Flows From Financing Activities
 
 
 
 
 
 
 
 
 
Proceeds from debtor-in-possession debt
375,000

 
—

 
—

 
—

 
375,000

Debtor-in-possession debt financing fees
(42,552
)
 
—

 
—

 
—

 
(42,552
)
Long-term debt payments
—

 
(1,305
)
 
—

 
—

 
(1,305
)
Deferred financing costs
(1,595
)
 
—

 
—

 
—

 
(1,595
)
Proceeds from employee stock programs
930

 
—

 
—

 
—

 
930

Coal reserve financing transaction
—

 
—

 
—

 
—

 
—

Intercompany transactions
(76,394
)
 
76,394

 
—

 
—

 
—

Net cash provided by financing activities
255,389

 
75,089

 
—

 
—

 
330,478

 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
188,668

 
(46
)
 
—

 
—

 
188,622

Cash and cash equivalents at beginning of year
193,882

 
280

 
—

 
—

 
194,162

Cash and cash equivalents at end of period
$
382,550

 
$
234

 
$
—

 
$
—

 
$
382,784





42

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Notice Regarding Forward-Looking Statements
This report and other materials filed or to be filed by Patriot Coal Corporation include 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. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved.
Without limiting the foregoing, all statements relating to our future outlook, anticipated capital expenditures, future cash flows and borrowings, and sources of funding are forward-looking statements. These forward-looking statements are based on numerous assumptions that we believe are reasonable, but are subject to a wide range of uncertainties and business risks, and actual risks may differ materially from those discussed in the statements. Among the factors that could cause actual results to differ materially are:
•
our ability to continue as a going concern;
•
objections to the Company’s plan of reorganization that could protract the Chapter 11 proceedings;
•
our ability to successfully complete a reorganization under Chapter 11 and emerge from bankruptcy, which is dependent upon, among other things, our ability to achieve our profit and cash flow targets in our business plan, to minimize our liabilities upon emergence, and to obtain post-bankruptcy financing;
•
our ability to operate within the restrictions and liquidity limitations of the post-petition credit facilities authorized by the Bankruptcy Court in connection with the Bankruptcy Case (the DIP Facilities);
•
potential adverse effects of the Bankruptcy Case on our liquidity and results of operations, including failure to comply with the financial covenants and other requirements of the DIP Facilities;
•
our ability to obtain timely Bankruptcy Court approval with respect to motions filed in the Bankruptcy Case;
•
our ability to enter into and effectuate agreements with third parties contemplated by our proposed plan of reorganization;
•
disagreements between us and the Creditors’ Committee that could protract the Chapter 11 proceedings, negatively impact our ability to operate and delay our emergence from the Chapter 11 proceedings;
•
coal price volatility and demand, particularly in higher margin products;
•
the outcome of commercial negotiations involving sales contracts or other transactions;
•
employee attrition and our ability to retain senior management and key personnel, including our ability to provide adequate compensation and benefits, due to the distractions and uncertainties of the Chapter 11 proceedings;
•
U.S. and international financial, economic and political conditions, including coal, power and steel market conditions;
•
availability and prices of competing energy resources for electricity generation;
•
geologic, equipment and operational risks associated with mining;
•
our ability to successfully implement solutions to treat the effluent selenium exceedances to meet the limits and timetables stipulated in the various court orders, consent decrees and permits;
•
actual costs of complying with selenium effluent limits being materially higher than the costs reflected in our selenium water treatment liability;
•
reductions of purchases or deferral of shipments by major customers;

43

•
changes in the interpretation, enforcement or application of existing and potential laws and regulations affecting the production of our coal;
•
environmental laws and regulations, such as the Mercury and Air Toxic Standards, and changes in the interpretation or enforcement thereof, including those affecting our operations and those affecting our customers’ coal usage;
•
labor availability and relations;
•
availability and costs of credit, surety bonds and letters of credit;
•
weather patterns and conditions affecting energy demand or disrupting supply;
•
regulatory and court decisions including, but not limited to, those impacting permits issued pursuant to the Clean Water Act;
•
developments in greenhouse gas emission regulation and treatment, including any development of commercially successful carbon capture and storage techniques or market-based mechanisms, such as a cap-and-trade system, for regulating greenhouse gas emissions;
•
the outcome of pending or future litigation;
•
changes to the costs to provide healthcare to eligible active employees and certain retirees under postretirement benefit obligations;
•
increases to contribution requirements to multi-employer retiree healthcare and pension plans;
•
customer performance and credit risks;
•
inflationary trends, including those impacting materials used in our business;
•
downturns in consumer and commercial spending;
•
supplier performance, and the availability and cost of key equipment and commodities;
•
availability and costs of transportation;
•
our ability to respond to changing customer preferences;
•
the effects of mergers, acquisitions and divestitures, including our ability to successfully realize assets for amounts similar to those reflected in our condensed consolidated financial statements;
•
competition in our industry;
•
our ability to replace proven and probable coal reserves;
•
interest rate fluctuation;
•
wars and acts of terrorism or sabotage;
•
impact of pandemic illness; and
•
other factors, including those discussed in Legal Proceedings set forth in Part I, Item 3 of our 2012 Annual Report on Form 10-K and Part II, Item 1 of this report.
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in Part I, Item 1A. Risk Factors of our 2012 Annual Report on Form 10-K and in this report. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in, contemplated or implied by our forward-looking statements. We do not undertake any obligation (and expressly disclaim any such obligation) to update or revise the forward-looking statements, except as required by federal securities laws.

Overview
We are a producer of coal in the eastern U.S., with operations and coal reserves in the Appalachia and the Illinois Basin coal regions. Our principal business is the mining, preparation and sale of thermal and metallurgical coal. Thermal coal is primarily

44

sold to electricity generators, and metallurgical coal is sold to steel mills and independent coke producers. As of September 30, 2013, our operations consisted of eleven active mining complexes, which include company-operated mines, a contractor-operated mine and coal preparation facilities. The Appalachia and Illinois Basin segments consist of our operations in West Virginia and Kentucky, respectively.
We ship coal to electricity generators, industrial users, steel mills and independent coke producers, as well as brokers that ultimately sell the coal to these same types of customers. In the first nine months of 2013, we sold 16.0 million tons of coal, of which 70% was sold to domestic and global electricity generators and 30% was sold to domestic and global steel and coke producers. In the first nine months of 2012, we sold 19.0 million tons of coal, of which 75% was sold to domestic and global electricity generators and 25% was sold to domestic and global steel and coke producers. Export sales were 49% and 45% of our total volume in the first nine months of 2013 and 2012, respectively. Coal is shipped via various company-owned and third-party loading facilities, multiple rail and river transportation routes and ocean-going vessels.
Our mining operations and coal reserves are as follows:
•Appalachia. As of September 30, 2013, we had eight active mining complexes located in Boone, Lincoln, Logan, Kanawha, and Raleigh counties in southern West Virginia. In northern West Virginia, we have one mining complex located in Monongalia County. In Appalachia, we sold 13.0 million tons of coal in the nine months ended September 30, 2013. As of December 31, 2012, we controlled approximately 1.2 billion tons of proven and probable coal reserves in Appalachia, of which 492 million tons were assigned to current operations. In the third quarter of 2013, we announced plans to idle our Logan County complex located in southern West Virginia.
•Illinois Basin. As of September 30, 2013, we had two active mining complexes located in Union and Henderson counties in western Kentucky. In the Illinois Basin, we sold 2.9 million tons of coal in the nine months ended September 30, 2013. As of December 31, 2012, we controlled 658 million tons of proven and probable coal reserves in the Illinois Basin, of which 119 million tons were assigned to current operations.

Bankruptcy Proceedings
On July 9, 2012 (the Initial Petition Date), Patriot Coal Corporation, as a stand-alone entity, and substantially all of its wholly-owned subsidiaries (the Initial Filing Subsidiaries and, together with Patriot Coal Corporation, the Initial Debtors) filed voluntary petitions for reorganization (the Chapter 11 Petitions) under Chapter 11 of Title 11 of the U.S. Code (the Bankruptcy Code) in the U.S. Bankruptcy Court for the Southern District of New York. On December 19, 2012, the U.S. Bankruptcy Court for the Southern District of New York entered an order transferring the bankruptcy cases to the U.S. Bankruptcy Court for the Eastern District of Missouri (the U.S. Bankruptcy Court for the Eastern District of Missouri and/or the U.S. Bankruptcy Court for the Southern District of New York, as applicable, the Bankruptcy Court). On September 23, 2013 (the Subsequent Petition Date, together with the Initial Petition Date, the Petition Date), Brody Mining, LLC and Patriot Ventures LLC (the New Debtors, together with the Initial Debtors, the Debtors), wholly-owned subsidiaries (the New Filing Subsidiaries, together with the Initial Filings Subsidiaries, the Filing Subsidiaries) of Patriot Coal Corporation, filed Chapter 11 Petitions under the Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Missouri. On September 27, 2013, the Bankruptcy Court approved the New Debtors’ motions to jointly administer their Chapter 11 cases with the existing Chapter 11 cases of the Initial Debtors. The Debtors’ Chapter 11 cases are being jointly administered under the caption In re: Patriot Coal Corporation, et al. (Case No. 12-51502) (the Bankruptcy Case). Our joint ventures and certain of our other subsidiaries (collectively, the Non-Debtor Subsidiaries) were not included in the Chapter 11 filings.
The Debtors are currently operating as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In general, the Debtors are authorized to, and continue to, operate as an ongoing business, but may not engage in transactions outside of the ordinary course of business without the approval of the Bankruptcy Court.
As required by the Bankruptcy Code, the U.S. Trustee for the Southern District of New York appointed an official committee of unsecured creditors (the Creditors’ Committee). The Creditors’ Committee and its legal representatives have a right to be heard on all matters that come before the Bankruptcy Court.
Financial Reporting Considerations
For periods subsequent to filing the Chapter 11 Petitions, we have applied Financial Accounting Standards Board Accounting Standards Codification (ASC) 852, “Reorganizations” (ASC 852), in preparing the condensed consolidated financial statements. ASC 852 requires that the financial statements distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain revenues, expenses, realized gains and losses and provisions for losses that are realized or incurred in the bankruptcy proceedings have been recorded in “Reorganization items, net” on the condensed consolidated statement of operations. In addition, pre-petition obligations that may be impacted by the bankruptcy

45

reorganization process have been classified in “Liabilities subject to compromise” on the condensed consolidated balance sheets. These liabilities are reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts.
Bankruptcy Initiatives
In the sixteen months since the Petition Date, we have been working on multiple fronts to stabilize our business, address our unsustainable cost structure and preserve jobs and benefits for thousands of our workers. We have achieved significant progress in creating a competitive labor and benefit cost structure by restructuring wage and benefit programs for our current workforce and preparing to transition certain retiree healthcare benefits to a Voluntary Employee Beneficiary Association (VEBA) trust.
Sections 1113 and 1114
In relation to the bankruptcy process and pursuant to Sections 1113 and 1114 of the Bankruptcy Code, we renegotiated the terms of collective bargaining agreements between certain Patriot subsidiaries and the United Mine Workers of America (UMWA), as well as certain postretirement healthcare benefits. In November 2012, the Debtors commenced the Sections 1113 and 1114 process with the UMWA and began negotiating in good faith for consensual agreements to achieve the level of labor cost and postretirement healthcare benefit savings necessary for the successful reorganization of the Debtors. In March 2013, the Debtors filed a motion with the Bankruptcy Court seeking to modify collective bargaining agreements with the UMWA and certain UMWA-related retiree healthcare benefits. On May 29, 2013, the Bankruptcy Court granted the motion in its entirety. On June 7, 2013, the UMWA appealed the Bankruptcy Court’s decision.
Effective July 1, 2013, Patriot exercised the authority granted to us by the Bankruptcy Court to implement changes to UMWA-represented employee wages, benefits and healthcare plans, but chose to implement significantly improved terms reflecting our subsequent negotiations with the UMWA. In August 2013, Patriot negotiated new Collective Bargaining Agreements (new CBAs) with the UMWA. The new CBAs were ratified by union members on August 16, 2013. On August 22, 2013, the Bankruptcy Court entered an order approving the new CBAs, a Memorandum of Understanding (MOU), and a VEBA Funding Agreement (described below). The new CBAs are retroactive to July 1, 2013.
The following are some of the key provisions of the new CBAs and the MOU that affect UMWA employees:
•
Various adjustments to wages, including future wage changes;
•
Elimination of shift differential payments and premium overtime pay, but UMWA employees will receive 1.5 times their regular pay for any hours worked over 40 hours per week and holidays;
•
Reductions to paid time off and adjustments to work rules;
•
UMWA employees will receive a healthcare plan closely matching that of Patriot non-union employees but with lower out-of-pocket maximums and without healthcare premiums;
•
Patriot will contribute three percent of UMWA employees’ gross wages into a 401(k) or similar plan in lieu of the obligation to provide retiree healthcare in the future; and
•
Debtors participating in and contributing to the United Mine Workers of America 1974 Pension Plan (the 1974 Pension Plan) will continue to do so.
The following are some of the key provisions of the new CBAs and the MOU that affect UMWA retirees:
•
The UMWA has established a VEBA which will assume the Debtors’ obligations to provide retiree healthcare benefits to certain UMWA retirees effective July 1, 2013;
•
The Company will continue to administer retiree healthcare benefits to UMWA retirees through December 31, 2013, subject to certain limitations and funding requirements; and
•
Patriot, on behalf of itself and certain Patriot subsidiaries, has entered into an agreement to provide certain funding to the VEBA (the VEBA Funding Agreement or VFA).
The MOU reflects certain other understandings between Patriot, certain Patriot subsidiaries and the UMWA:
•
Any chapter 11 plan of reorganization filed in Patriot’s Chapter 11 bankruptcy case will not conflict with or alter the new CBAs or the MOU and shall not propose or contain any involuntary releases by the UMWA; and
•
Provided that certain requirements are met, the UMWA will support and the VEBA will not object to or vote against the confirmation of a plan of reorganization.
Patriot also agreed that each Patriot subsidiary that is signatory to a new CBA that requires participation in and contributions to the 1974 Pension Plan will continue their obligation to participate in and contribute to the 1974 Pension Plan at the rates set

46

forth in the new CBA through 2016, and, for the years 2017 and 2018, at the rates set forth in any successor to the 2011 National Bituminous Coal Wage Agreement.  In connection therewith, the UMWA also made certain representations to Patriot.
The Bankruptcy Court’s May 29, 2013 ruling also authorized Patriot to implement the transition of UMWA-related retiree healthcare benefits to a VEBA trust. Under the new CBAs and the MOU, each approved by the Bankruptcy Court on August 22, 2013, and the VFA, approved by the Bankruptcy Court on August 22, 2013 and amended on November 4, 2013, funding for the VEBA will consist of (i) a 35% ownership stake in the reorganized company, (ii) profit sharing contributions up to a maximum of $300 million, (iii) a royalty contribution for every ton produced at all existing mining complexes, and (iv) an initial cash contribution of $10 million on or prior to the effective date of the Debtors’ plan of reorganization and $5 million at the end of the first quarter of 2014. The VEBA trust is being designed and administered by trustees appointed by the UMWA. The liability associated with these obligations totals approximately $1.02 billion as of September 30, 2013 and December 31, 2012 and is classified as “Liabilities subject to compromise” in the condensed consolidated balance sheets. The UMWA reserves the right to terminate the new CBAs, the MOU and the VFA if the VEBA does not receive the initial $10 million payment that is contemplated by the VFA to be paid to the VEBA on or prior to the effective date of the Debtors’ plan of reorganization.
We continue to provide healthcare benefits for more than 2,300 individuals who receive healthcare benefits pursuant to the Coal Industry Retiree Health Benefit Act of 1992 (Coal Act). We spent approximately $14 million on Coal Act liabilities in 2012. The liabilities associated with these obligations are classified as liabilities not subject to compromise in the condensed consolidated balance sheets.
Other Initiatives
On March 14, 2013, Patriot filed a lawsuit against Peabody Energy Corporation (Peabody) and one of its subsidiaries. In connection with Patriot’s 2007 spinoff from Peabody, Peabody agreed to assume the obligations for healthcare costs associated with thousands of UMWA retirees and dependents who had been employed by Peabody entities that were transferred to Patriot in the spinoff. Patriot sought a declaration from the Bankruptcy Court that any relief Patriot was able to obtain through the bankruptcy proceedings with respect to the healthcare benefits of its subsidiaries’ retirees would not relieve Peabody of its own liabilities with respect to the healthcare benefits of the UMWA retirees and dependents. On October 24, 2013, Patriot, Peabody and the UMWA, on behalf of itself and the UMWA-represented employees and retirees, entered into a settlement, which sets forth the principle terms that would resolve the various disputes among the three parties (the Peabody Settlement). As part of the Peabody Settlement, Peabody agreed to, among other things, (i) provide $310 million to the VEBA, (ii) issue and replace, as applicable, $126 million of letters of credit and (iii) provide credit support for Patriot’s federal black lung obligations. The settlement also provides for broad mutual releases of claims and causes of action among the parties. The Bankruptcy Court approved the Peabody Settlement on November 7, 2013.
The Peabody Settlement is also subject to certain conditions, including the satisfaction of certain minimum liquidity standards by Patriot and the effectiveness of Patriot’s plan of reorganization. The Peabody Settlement may be terminated if, by March 31, 2014, a plan of reorganization that is consistent with the Peabody Settlement is not effective.
On October 23, 2013, Patriot and Arch Coal, Inc. (Arch) entered into a settlement that resolves various disputes between the parties (the Arch Settlement). As part of the Arch Settlement, Arch agreed to, (i) provide $5 million of cash to Patriot, (ii) purchase Patriot’s South Guffey reserve for $16 million and (iii) relieve Patriot of the obligation to post $16 million of letters of credit for the next two years. The settlement also provides for broad mutual releases of claims and causes of action among the parties. The Bankruptcy Court approved the Arch Settlement on November 7, 2013. The settlement is subject to, among other things, the effectiveness of Patriot’s plan of reorganization. The Arch Settlement will terminate if, by March 31, 2014, a plan of reorganization that is consistent with the Arch Settlement is not effective.
Other Wage and Benefit Programs
On April 26, 2013, the Bankruptcy Court entered an order authorizing the Debtors to discontinue substantially all of their non-union retiree healthcare programs, eliminate retiree life insurance benefits for current non-union employees, and cap life insurance benefits for current non-union retirees, effective July 31, 2013. Pursuant to this order, the Debtors contributed $250,000 in cash to a VEBA trust for the benefit of current non-union retirees, and, upon emergence from bankruptcy, will contribute $3.75 million in cash to the VEBA. The VEBA trust will be designed and administered by a Retiree Committee consisting of appointed non-union retirees. Pursuant to the order, the Debtors and the Retiree Committee have also agreed to engage in good faith discussions and negotiations to replace some or all of the remaining retiree life insurance benefits with other retiree benefits that are economically cash neutral or more advantageous to the Debtors, and/or to consider accelerating the payment or provision of any such existing or replacement benefits if economically beneficial to the Debtors.
At December 31, 2012, the liability associated with these plans totaled approximately $63 million and was classified as “Liabilities subject to compromise” in the condensed consolidated balance sheet. In the second quarter of 2013, Patriot recognized a curtailment gain of $6.9 million related to the termination of these plans. Patriot also reduced its postretirement benefit obligation and the corresponding unrecognized loss in accumulated other comprehensive loss by $20.7 million in relation to the settlement

47

of these plan obligations for current non-union employees. The settlement of the terminated benefits for retirees will not be recognized until the contribution is made in full to the VEBA. The remaining balances of both the terminated and surviving non-union retiree benefit obligations remain in “Liabilities subject to compromise” at September 30, 2013.
On March 15, 2013, the Bankruptcy Court authorized the Debtors to terminate the Patriot Coal Corporation Supplemental 401(k) Retirement Plan (the Supplemental 401(k) Plan) and on April 1, 2013, Patriot’s board of directors approved the termination of the Supplemental 401(k) Plan effective as of March 31, 2013. The Supplemental 401(k) Plan provided for certain salaried employees to defer a specified portion of their compensation until retirement and also provided an employer match and discretionary contribution based on Patriot’s performance. The Supplemental 401(k) Plan was unfunded and the termination resulted in approximately $2.5 million of compensation deferrals being treated as pre-petition general unsecured claims rather than being paid in cash. As of September 30, 2013 and December 31, 2012, the liability associated with this plan is classified as “Liabilities subject to compromise” in the condensed consolidated balance sheets.
Bankruptcy Process
The Bankruptcy Court has authorized us to pay certain of our pre-petition obligations, including payments for employee wages, salaries and certain benefits and payments to certain shippers and critical vendors, subject to certain limitations. The Debtors are required to pay vendors and other providers in the ordinary course for goods and services received after the filing of the Chapter 11 Petitions and to pay certain other business-related payments necessary to maintain the operation of our business. We have retained legal and financial professionals to advise us on the bankruptcy proceedings. From time to time, we may seek the Bankruptcy Court’s approval for the retention of additional professionals.
Rejected Contracts
Since the Petition Date, the Debtors have received approval from the Bankruptcy Court to reject a number of equipment leases and other executory contracts of various types. On January 15, 2013, the Debtors filed a motion for authorization to assume or reject all of their unexpired leases of nonresidential real property, including their coal reserve leases. Substantially all of their assumptions and rejections were subsequently approved by the Bankruptcy Court. As of September 30, 2013, most of the lease cure payments have been made. We are working to resolve differences in cure amounts and certain other discreet issues with counterparties that objected to our motion. In conjunction with the assumption of these leases and payment of cure amounts, Patriot reclassified approximately $14 million of royalty and real estate tax accruals from “Liabilities subject to compromise” to liabilities not subject to compromise in the first quarter of 2013.
The Debtors continue to review executory contracts and unexpired leases to determine which contracts will be rejected, assumed or renegotiated. We expect additional liabilities subject to compromise will arise due to rejection of executory contracts, including leases, and from the determination of the Bankruptcy Court (or agreement by parties in interest) of allowed claims for contingencies and other disputed amounts. Due to the uncertain nature of many of the potential claims, we cannot project the magnitude of such claims with certainty. We also expect that the assumption of additional executory contracts and unexpired leases will convert certain of the liabilities subject to compromise to liabilities not subject to compromise.
Pre-Petition Claims
On September 27, 2013, the Bankruptcy Court entered an order establishing October 24, 2013 as the bar date for potential creditors of the New Debtors, other than governmental units, to file claims. The bar date for governmental units to file claims against the New Debtors was established as March 24, 2014.
The Debtors have received approximately 4,294 proofs of claim, a portion of which assert, in part or in whole, unliquidated amounts. In the aggregate, total liquidated proofs of claim of approximately $308.7 billion have been filed against the Debtors. During the second quarter of 2013, the UMWA levied claims for postretirement benefit obligations against each of the Initial Filing Subsidiaries, significantly increasing the total liquidated proofs of claim. New and amended claims may be filed in the future, including claims amended to assign values to claims originally filed with no designated value. We are in the process of reconciling such claims to the amounts listed in the Debtors’ books and records. Differences between liability amounts estimated by the Debtors and claims filed by creditors are being investigated and, if necessary, the Bankruptcy Court will make a final determination of the allowable claims.
Through the claims resolution process, we have identified a substantial number of claims that we believe should be disallowed by the Bankruptcy Court because they are duplicative, have already been satisfied, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. As of October 30, 2013, we estimate that the claims resolution process will reduce the total liquidated proof of claims by approximately $304.1 billion, primarily due to redundant claims. As of October 30, 2013, approximately 2,128 claims totaling $287.1 million have been expunged, withdrawn or settled and the Debtors have filed additional objections with the Bankruptcy Court that would reduce claims by $204.8 million. We continue to evaluate the filed claims and expect to continue to file claim objections with the Bankruptcy Court.

48

In addition, as a result of this process, we may identify additional liabilities that need to be recorded or reclassified to liabilities subject to compromise and will adjust amounts as necessary. Such adjustments may be material. The determination of how liabilities will ultimately be treated cannot be made until the Bankruptcy Court approves a plan of reorganization. Accordingly, the ultimate amount or treatment of such liabilities is not determinable at this time.
Plan of Reorganization
In order to successfully exit Chapter 11, the Debtors are required to propose and obtain confirmation by the Bankruptcy Court of a plan of reorganization that satisfies the requirements of the Bankruptcy Code. In addition, a plan of reorganization will be voted on by certain holders of impaired claims. A plan of reorganization, among other things, would resolve the Debtors’ pre-petition obligations, set forth the revised capital structure of the newly reorganized entity and provide for corporate governance subsequent to emerging from bankruptcy.
On August 21, 2013, the Bankruptcy Court entered an order extending our exclusivity period to file a plan of reorganization to December 1, 2013. On September 6, 2013, Patriot filed a Plan of Reorganization (POR) with the Bankruptcy Court. We subsequently filed amended versions of the POR on October 9, 2013, October 26, 2013, and November 4, 2013.
Under section 1125 of the Bankruptcy Code, a disclosure statement must be approved by the Bankruptcy Court before the debtors may solicit acceptance of a proposed plan of reorganization. To be approved by the Bankruptcy Court, the disclosure statement must contain adequate information that would enable a hypothetical investor to make an informed judgment about the plan. Once the disclosure statement is approved by the Bankruptcy Court, the Debtors may send the proposed plan of reorganization, the disclosure statement and ballots to all creditors entitled to vote. The Debtors submitted a disclosure statement in respect of the Third Amended POR to the Bankruptcy Court on November 4, 2013 (the Disclosure Statement). The Bankruptcy Court approved the Disclosure Statement on November 7, 2013.
The POR provides for a reorganization of the Debtors and the resolution of all outstanding claims against and interests in the Debtors. The POR contemplates two rights offerings to raise $250 million of capital through the issuance of (i) senior secured second lien notes and (ii) warrants exercisable for new class A common stock. The POR will provide eligible holders of allowed claims on account of Patriot’s 8.25% Senior Notes and Patriot’s 3.25% Convertible Notes, and eligible holders of allowed general unsecured claims above a certain threshold, an opportunity to participate in these rights offerings. Such claim holders will also receive a distribution of new class A common stock. Claim holders who do not participate in the rights offerings will receive a cash distribution on a pro rata basis in accordance with the POR.
The POR also contemplates payment in full of the DIP Facilities in accordance with the terms thereof.
For the POR to be effective, certain conditions will have to be satisfied, including:
▪
An order confirming the POR must be entered by the Bankruptcy Court;
▪
The backstop commitment agreement must be in full force and effect and the transactions contemplated thereunder must be consummated;
▪
The exit financing facilities must be consummated;
▪
Each of the new CBAs, the MOU and the VFA must be in effect;
▪
All actions, documents and agreements necessary to implement the POR must be executed;
▪
The Debtors must have received any authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions or documents that are necessary to implement the POR and that are required by law, regulation or order; and
▪
Each of the new organizational documents for the reorganized company must be in full force and effect.
Under the distribution priorities established by the Bankruptcy Code, unless creditors agree otherwise, pre-petition liabilities and post-petition liabilities must be satisfied in full before stockholders are entitled to receive any distribution or retain any property under a plan of reorganization. No assurance can be given as to what values, if any, will be ascribed to creditors and/or stockholders or what types or amounts of distributions, if any, they will receive. A plan of reorganization could result in holders of certain liabilities and/or securities, including common stock, receiving no distribution on account of their interests and cancellation of their holdings. The Debtors’ current proposed POR provides no distribution for holders of equity securities. Because of such possibilities, there is significant uncertainty regarding the value of our liabilities and securities, including our common stock. At this time, there is no assurance we will be able to restructure as a going concern or successfully implement a plan of reorganization.
Backstop Commitment Agreement
The rights offerings contemplated by the POR will be backstopped by certain funds and accounts managed and/or advised by Knighthead Capital Management, LLC (Knighthead). On November 4, 2013, Patriot and Knighthead entered into a backstop commitment agreement, which sets forth the terms of Knighthead’s backstop commitment, the rights offerings and related financing

49

transactions. Subject to certain conditions, Knighthead has committed to purchase, for the applicable subscription price, all of the notes and warrants that are not purchased in the rights offerings up to an aggregate subscription price of $250,025,000. The proceeds from the rights offering will be used toward the consummation of the POR. In exchange for the backstop commitment, Patriot has agreed to distribute to Knighthead (and any other party that becomes a backstop party under the agreement in accordance with their backstop commitment percentage set forth in the agreement) rights to purchase up to 40% of the notes offered in the rights offerings and up to 40% of the warrants offered in the rights offerings, in the aggregate, for an aggregate subscription price of $100,010,000. Patriot expects that the proceeds of the rights offerings, combined with the proceeds from the exit financing facilities and the cash and credit support received pursuant to the Peabody Settlement and the Arch Settlement, will provide the Debtors with the liquidity necessary for consummation of the POR.
As a result of the rights offerings and the Peabody Settlement, the VEBA is expected to receive more than $400 million in cash over the next four years. The transactions contemplated by the term sheet with Knighthead are subject to, among other things, (i) the Debtors entering into definitive documentation for the exit financing facilities; (ii) satisfaction of certain minimum liquidity standards by Patriot; and (iii) the VEBA having been funded with the amount contemplated by the backstop commitment agreement to be funded on the effective date of the POR.
The Bankruptcy Court approved the backstop commitment agreement and the rights offerings procedures on November 7, 2013.
Notwithstanding approval by the Bankruptcy Court, the backstop commitment agreement may be terminated by the backstop parties if (i) there has been a material adverse change since October 9, 2013; (ii) the Bankruptcy Court enters an order confirming a plan of reorganization other than the POR; (iii) the Debtors breach any representation, warranty or covenant in the backstop commitment agreement in any material respect, or it shall be reasonably apparent that the Debtors shall be unable to satisfy each of the conditions to closing on or before the effective date of the POR, and such failure or inability remains uncured or continues for a period of ten business days following delivery of written notice thereof to the Debtors by the backstop parties; (iv) the Debtors enter into or seek court authority to enter into an alternative transaction; or (v) the effective date of the POR shall have not occurred by December 31, 2013.
Going Concern Matters
The accompanying unaudited condensed consolidated financial statements and related notes have been prepared assuming we will continue as a going concern, although the Bankruptcy Case and weak industry conditions raise substantial doubt about our ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or to the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent upon, among other things, market conditions and our ability to (i) improve profitability; (ii) meet the financial covenants of the DIP Facilities (defined in Note 10) or obtain appropriate amendments or waivers; (iii) obtain financing to replace the DIP Facilities upon emergence; and (iv) restructure our obligations in a manner that allows us to obtain confirmation of a plan of reorganization by the Bankruptcy Court. In order to improve profitability, we continue to take actions to further reduce operating expenses and align our production to meet market demand. As a result of the Bankruptcy Case, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession pursuant to the Bankruptcy Code, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions contained in the DIP Facilities), for amounts other than those reflected in the accompanying unaudited condensed consolidated financial statements. Further, any plan of reorganization could materially change the amounts and classifications of assets and liabilities reported in the historical consolidated financial statements.

Results of Operations
Segment Adjusted EBITDA
The discussion of our results of operations below includes references to and analysis of our Appalachia and Illinois Basin Segments’ Adjusted EBITDA results. Adjusted EBITDA is defined as net income (loss) before deducting interest income and expense; income taxes; depreciation, depletion and amortization; asset retirement obligation expense; sales contract accretion; impairment and restructuring charge; and reorganization items.
Adjusted EBITDA is used by management primarily as a measure of our segments’ operating performance. We believe that in our industry such information is a relevant measurement of a company’s operating financial performance. Because Adjusted EBITDA and Segment Adjusted EBITDA are not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies. Segment Adjusted EBITDA is calculated the same as Adjusted EBITDA but also excludes selling, general and administrative expenses, past mining obligation expense and net gain on disposal or exchange of assets and is reconciled to its most comparable measure below, under Net Loss. Adjusted EBITDA is reconciled to its most

50

comparable measure under generally accepted accounting principles in Note 16 of the notes to unaudited condensed consolidated financial statements.
Three and Nine Months Ended September 30, 2013 Compared to September 30, 2012
Summary
Our Segment Adjusted EBITDA for the three and nine months ended September 30, 2013 decreased compared to the prior year primarily due to a decrease in volumes and sales prices driven by lower demand from slower growth in international economies such as China, India and Europe and, on the domestic side, low natural gas prices and mild weather. In light of the decreased demand for both thermal and metallurgical coal, it has become uneconomical to operate certain of our mining complexes, and we have taken steps to reduce coal production to match expected sales volumes and market demand. As a result, we closed two mine complexes in 2012 and reduced production at metallurgical and thermal coal mines during 2012 and in the first quarter of 2013. Additionally, in the third quarter of 2013, we announced plans to idle our Logan County complex, further reducing thermal coal production by approximately two million annual tons.
Segment Results of Operations
 
Three Months Ended
September 30,
 
Increase (Decrease)
 
Nine Months Ended
September 30,
 
Increase (Decrease)
 
2013
 
2012
 
Tons/$
 
%
 
2013
 
2012
 
Tons/$
 
%
 
(Dollars and tons in thousands, except per ton amounts)
Tons Sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Appalachia Mining Operations
3,877

 
4,504

 
(627
)
 
(13.9
)%
 
13,018

 
13,972

 
(954
)
 
(6.8
)%
Illinois Basin Mining Operations
845

 
1,469

 
(624
)
 
(42.5
)%
 
2,944

 
4,998

 
(2,054
)
 
(41.1
)%
Total Tons Sold
4,722

 
5,973

 
(1,251
)
 
(20.9
)%
 
15,962

 
18,970

 
(3,008
)
 
(15.9
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Sales Price per Ton Sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Appalachia Mining Operations
$
72.57

 
$
82.11

 
$
(9.54
)
 
(11.6
)%
 
$
71.83

 
$
85.55

 
$
(13.72
)
 
(16.0
)%
Illinois Basin Mining Operations
$
48.56

 
$
49.76

 
$
(1.20
)
 
(2.4
)%
 
$
48.35

 
$
50.07

 
$
(1.72
)
 
(3.4
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Appalachia Mining Operations
$
281,356

 
$
369,840

 
$
(88,484
)
 
(23.9
)%
 
$
935,024

 
$
1,195,316

 
$
(260,292
)
 
(21.8
)%
Illinois Basin Mining Operations
41,034

 
73,095

 
(32,061
)
 
(43.9
)%
 
142,339

 
250,230

 
(107,891
)
 
(43.1
)%
Appalachia Other
3,674

 
5,261

 
(1,587
)
 
(30.2
)%
 
10,625

 
39,293

 
(28,668
)
 
(73.0
)%
Total Revenues
$
326,064

 
$
448,196

 
$
(122,132
)
 
(27.2
)%
 
$
1,087,988

 
$
1,484,839

 
$
(396,851
)
 
(26.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Operating Costs and Expenses(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Appalachia Mining Operations and Other
$
272,852

 
$
323,720

 
$
(50,868
)
 
(15.7
)%
 
$
863,749

 
$
1,005,194

 
$
(141,445
)
 
(14.1
)%
Illinois Basin Mining Operations
43,246

 
64,084

 
(20,838
)
 
(32.5
)%
 
141,274

 
219,482

 
(78,208
)
 
(35.6
)%
Total Segment Operating Costs and Expenses
$
316,098

 
$
387,804

 
$
(71,706
)
 
(18.5
)%
 
$
1,005,023

 
$
1,224,676

 
$
(219,653
)
 
(17.9
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Appalachia Mining Operations and Other
$
12,178

 
$
51,381

 
$
(39,203
)
 
(76.3
)%
 
$
81,900

 
$
229,415

 
$
(147,515
)
 
(64.3
)%
Illinois Basin Mining Operations
(2,212
)
 
9,011

 
(11,223
)
 
(124.5
)%
 
1,065

 
30,748

 
(29,683
)
 
(96.5
)%
Total Segment Adjusted EBITDA
$
9,966

 
$
60,392

 
$
(50,426
)
 
(83.5
)%
 
$
82,965

 
$
260,163

 
$
(177,198
)
 
(68.1
)%

51

(1) Segment Operating Costs and Expenses represent consolidated operating costs and expenses of $361.9 million and $434.6 million less income (loss) from equity affiliates of $(1.8) million and $1.9 million and past mining obligation expenses of $47.6 million and $44.9 million for the three months ended September 30, 2013 and 2012, respectively. Segment Operating Costs and Expenses represent consolidated operating costs and expenses of $1,134.2 million and $1,367.2 million less income (loss) from equity affiliates of $(11.1) million and $3.6 million and past mining obligation expenses of $140.3 million and $138.9 million for the nine months ended September 30, 2013 and 2012, respectively.
Tons Sold and Revenues
Revenues in the Appalachia segment were lower in the three and nine months ended September 30, 2013, compared to the prior year, due to lower sales prices and volumes. Average sales prices in the Appalachia segment for the three and nine months ended September 30, 2013 decreased 12% and 16%, respectively, compared to the same periods in 2012, primarily reflecting reduced pricing under metallurgical coal supply contracts. Total sales volumes in Appalachia decreased for the three and nine months ended September 30, 2013 compared to the same periods in 2012, primarily due to lower demand. In response to the weaker markets, we closed our Big Mountain mining complex in the first quarter of 2012, reduced production at certain metallurgical and thermal coal operations, and decreased brokerage coal volume. Our Federal mining complex had a major longwall move and related downtime in the third quarter of 2013, also contributing to lower production and sales volumes for the quarter.
Revenues in the Illinois Basin segment were lower for the three and nine months ended September 30, 2013, compared to the same period in 2012, primarily due to lower sales volumes. Our Bluegrass mining complex was closed in the fourth quarter of 2012 in response to the weaker markets and the complex’s lower profit margins. In addition, total sales volumes were lower at our Highland mining complex, due to a decrease in production driven by adverse operational conditions during the first three quarters of 2013.
Appalachia Other Revenue was lower for the three and nine months ended September 30, 2013, compared to the same periods in 2012, primarily due to customer settlements. During the first half of 2012, certain customers requested to cancel or delay shipment of coal contracted for 2012 and 2013 deliveries. In certain situations, we agreed to release the customer from their commitment in exchange for a cash settlement. In the three and nine months ended September 30, 2012, we recognized revenue of $2.2 million and $22.7 million, respectively, related to these cash settlements. During the first half of 2012, we also received $8.3 million related to the settlement of a customer contract dispute concerning coal deliveries in prior years.
Segment Operating Costs and Expenses
Segment operating costs and expenses for Appalachia decreased in the three and nine months ended September 30, 2013, compared to the same periods in 2012. This is primarily due to the lower sales volumes in 2013 and cost savings programs, which included the conversion of certain contractor-operated mines to company-operated mines as well as the redeployment of resources and successful contract renegotiations for equipment and materials and supplies. For the three months ended September 30, 2013, the decrease reflects reduced shipments, cost savings measures and improved geologic conditions at certain metallurgical mines ($27.1 million), reduced operating costs at our Federal mining complex due to downtime associated with the longwall move ($12.2 million), reduced shipments at our Logan County mining complex beginning in the third quarter of 2013 ($9.3 million) and reduced costs at our Corridor G mining complex, primarily due to labor ($4.2 million). This was partially offset by higher costs at our Paint Creek mining complex due to expanded production and increased sales volume ($5.9 million) and increased losses from our equity affiliates ($3.7 million).
For the nine months ended September 30, 2013, the decrease in segment operating costs and expense in Appalachia reflects reduced shipments and cost savings measures at certain metallurgical mines ($77.6 million), decreased brokerage coal volumes ($32.8 million), reduced shipments at our Corridor G mining complex beginning in the second quarter of 2012 ($28.0 million), reduced operating costs at our Federal mining complex due to downtime associated with the longwall move ($19.7 million) and the closure of our Big Mountain mining complex on February 2, 2012 ($11.6 million). This was offset by higher costs at our Paint Creek mining complex due to expanded production and increased sales volume ($29.8 million) and increased losses from our equity affiliates ($14.8 million).
Segment operating costs and expenses for the Illinois Basin decreased in the three and nine months ended September 30, 2013, compared to same periods in 2012, due to the closure of our Bluegrass mining complex in the fourth quarter of 2012 ($11.8 million and $58.0 million, respectively). In addition, costs were lower at our Highland mining complex primarily due to a decrease in production and decreased sales volume ($9.1 million and $19.3 million, respectively).
Segment Adjusted EBITDA
Our Segment Adjusted EBITDA for Appalachia was lower in the three and nine months ended September 30, 2013, compared to the prior year, primarily due to decreased sales prices resulting from the weakened markets and lower sales volume resulting from reduced demand, partially offset by lower operating costs.

52

Segment Adjusted EBITDA for the Illinois Basin decreased in the three and nine months ended September 30, 2013 from the prior year primarily due to lower sales volumes partially offset by a decrease in operating costs resulting from closure of the Bluegrass mining complex and the reduction of one production unit at our Highland mining complex.
Net Loss
 
Three Months Ended
September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended
September 30,
 
Favorable (Unfavorable)
 
2013
 
2012
 
$
 
%
 
2013
 
2012
 
$
 
%
 
(Dollars in thousands)
Segment Adjusted EBITDA
$
9,966

 
$
60,392

 
$
(50,426
)
 
(83.5
)%
 
$
82,965

 
$
260,163

 
$
(177,198
)
 
(68.1
)%
Corporate and Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Past mining obligation expense
(47,560
)
 
(44,931
)
 
(2,629
)
 
(5.9
)%
 
(140,327
)
 
(138,918
)
 
(1,409
)
 
(1.0
)%
Net gain on disposal or exchange of assets
224

 
457

 
(233
)
 
(51.0
)%
 
3,422

 
3,125

 
297

 
9.5
 %
Selling and administrative expenses
(8,917
)
 
(12,611
)
 
3,694

 
29.3
 %
 
(27,506
)
 
(42,741
)
 
15,235

 
35.6
 %
Total Corporate and Other
(56,253
)
 
(57,085
)
 
832

 
1.5
 %
 
(164,411
)
 
(178,534
)
 
14,123

 
7.9
 %
Depreciation, depletion and amortization
(43,582
)
 
(48,906
)
 
5,324

 
10.9
 %
 
(136,189
)
 
(135,430
)
 
(759
)
 
(0.6
)%
Asset retirement obligation expense
14,257

 
(19,496
)
 
33,753

 
173.1
 %
 
(20,284
)
 
(377,737
)
 
357,453

 
94.6
 %
Sales contract accretion
—

 
—

 
—

 
n/a

 
—

 
11,628

 
(11,628
)
 
(100.0
)%
Impairment and restructuring charge
—

 
(18,434
)
 
18,434

 
100.0
 %
 
1,453

 
(60,892
)
 
62,345

 
102.4
 %
Interest expense and other
(13,995
)
 
(13,661
)
 
(334
)
 
(2.4
)%
 
(42,051
)
 
(46,168
)
 
4,117

 
8.9
 %
DIP financing fees
(11,719
)
 
(42,552
)
 
30,833

 
72.5
 %
 
(11,719
)
 
(42,552
)
 
30,833

 
72.5
 %
Interest income
2

 
15

 
(13
)
 
(86.7
)%
 
15

 
178

 
(163
)
 
(91.6
)%
Reorganization items, net
(23,569
)
 
(76,214
)
 
52,645

 
(69.1
)%
 
(50,323
)
 
(76,214
)
 
25,891

 
(34.0
)%
Income tax benefit
—

 
8

 
(8
)
 
n/a

 
—

 
8

 
(8
)
 
n/a

Net loss
$
(124,893
)
 
$
(215,933
)
 
$
91,040

 
42.2
 %
 
$
(340,544
)
 
$
(645,550
)
 
$
305,006

 
47.2
 %
Past mining obligation expense was higher in the three and nine months ended September 30, 2013 than the corresponding periods in the prior year due to changes in assumptions, primarily the discount rate, related to our actuarially-determined liabilities, partially offset by lower contributions to the UMWA pension fund due to fewer hours worked at our union operations. In relation to the discontinuation of substantially all of our non-union retiree healthcare programs and the elimination of retiree life insurance benefits for current non-union employees, Patriot recognized a curtailment gain of $6.9 million in the second quarter of 2013.
Net gain on disposal or exchange of assets decreased for the three months ended and increased for the nine months ended September 30, 2013, compared to the corresponding periods in the prior year, due to the timing and nature of transactions. In 2013, net gain on disposal or exchange of assets included the sale of certain non-strategic coal reserves, which resulted in the recognition of a gain of $2.3 million in the first quarter. In 2012, net gain on disposal or exchange of assets included the sale of certain non-strategic oil and gas rights for a gain of $1.5 million on this transaction in the first quarter.
Selling and administrative expenses decreased in the three and nine months ended September 30, 2013, compared to the same periods in 2012, primarily due to the effects of bankruptcy-related activity. In the three months ended September 30, 2013, selling and administrative expenses were lower compared to the same period in the prior year primarily due to reductions in spending for non-bankruptcy related outside services and decreased stock compensation expense in 2013 as a result of no new grants being issued in 2013. For the nine months ended September 30, 2013, selling and administrative expenses were lower compared to the same period in 2012 primarily due to reductions in spending for non-bankruptcy related outside services. Decreased stock compensation expense and changes to incentive compensation plans also accounted for a portion of the lower selling and administrative expenses in the nine months ended September 30, 2013.
Depreciation, depletion and amortization decreased in the three months ended September 30, 2013, compared to the same period in the prior year, primarily due to an impairment of the intangible asset related to the Coventry Mining Services, LLC acquisition. The impairment was a result of the reduction in workforce at our Kanawha Eagle mining complex in the third quarter

53

of 2012 due to the temporary curtailment of metallurgical coal production. Additionally, depletion expense decreased due to reduced production.
Asset retirement obligation expense decreased in the three and nine months ended September 30, 2013, compared to the same periods in 2012, primarily due to an adjustment of $307.4 million to increase our selenium water treatment obligations in the second quarter of 2012 and an adjustment of $31.4 million in the third quarter of 2013 to decrease our obligation. Our adjustment in the third quarter of 2013 is a result of our bio-chemical reactor (BCR) technology selection for Category I outfalls. We adjusted our liability to reflect the estimated costs of installing and operating the BCR technology at these outfalls. Additionally, there were charges of $17.5 million in the first quarter of 2012 related to accelerating the timing of the closure of the Big Mountain mining complex.
There was no sales contract accretion in the nine months ended September 30, 2013 primarily due to the amendment of one of the below-market coal supply agreements in the first quarter of 2012 and the expiration of all remaining contracts assumed in the July 2008 acquisition of Magnum Coal Company.
Impairment and restructuring charge decreased in the three and nine months ended September 30, 2013, compared to the corresponding periods in the prior year, due to a charge of $18.4 million for the write-off of coal reserves related to our Bluegrass mining complex located in the Illinois Basin segment. This impairment resulted from the termination of leases providing rights to certain coal reserves through the contract rejection process and related negotiations. Additionally, in the second quarter 2012, we recorded a charge of $8.2 million for the early closure of the Freedom Mine at our Bluegrass mining complex and changes to mining plans for a mine at the Kanawha Eagle mining complex. In the first quarter of 2012, we recorded a $32.8 million charge due to the early closure of our Big Mountain mining complex. These charges mainly consisted of the write-down of fixed assets related to infrastructure, mine development and certain equipment. In the first quarter of 2013, we recorded a $1.6 million reversal of certain estimated restructuring reserves related to the 2010 closure of the Harris No. 1 mine and the rationalization of the operations at the Rocklick mining complex.
Interest expense and other decreased in the nine months ended September 30, 2013 primarily due to the decreased amortization of deferred financing costs related to the unsecured debt and credit facilities compromised in our bankruptcy proceedings.
DIP financing fees decreased in the three and nine months ended September 30, 2013 primarily due to the debt issuance costs of $42.6 million incurred and paid in connection with the DIP financing in the third quarter of 2012. In the three months ended September 30, 2013, we incurred and expensed $11.7 million of financing fees related to the August 7, 2013 amendment of and the extension to the DIP Facilities.
Our reorganization items for the three and nine months ended September 30, 2013 and 2012 consist of the following:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Dollars in thousands)
Professional fees
$
10,859

 
$
19,786

 
$
46,490

 
$
19,786

Provision for rejected executory contracts and leases
12,646

 
32,155

 
14,842

 
32,155

Losses from adjusting debt from carrying value to amount of allowed claim
—

 
27,021

 
—

 
27,021

Accounts payable settlement gains
68

 
(2,748
)
 
(10,994
)
 
(2,748
)
Interest income
(4
)
 
—

 
(15
)
 
—

Reorganization items, net
$
23,569

 
$
76,214

 
$
50,323

 
$
76,214

Professional fees are directly related to the reorganization and include fees associated with our advisors, the Creditors’ Committee and certain secured creditors. Interest income represents interest earned on investment of proceeds from DIP financing.

Liquidity and Capital Resources
Historically, our primary sources of cash have included sales of our coal production to customers, sales of non-core assets and financing transactions. Our primary uses of cash have included our cash costs of coal production, capital expenditures, interest costs and costs related to past mining obligations and reclamation.
On July 9, 2012, Patriot and substantially all of its wholly-owned subsidiaries filed Chapter 11 Petitions in the Bankruptcy Court. Following the filing of the Chapter 11 Petitions, our most significant sources of liquidity are funds generated from borrowings under the DIP Facilities (defined below) and cash generated by operating activities.

54

Net cash used in operating activities was $144.5 million for the nine months ended September 30, 2013, compared to $2.2 million in the same period of 2012. The $142.3 million increase in cash used in operating activities primarily related to lower earnings from operations, net of non-cash selenium adjustments, due to weakened demand, and cash used by investment in working capital of $41.4 million, offset by lower spending for asset retirement obligations of $41.5 million, including selenium water treatment and mine closure obligations.
Net cash used in investing activities was $65.8 million for the nine months ended September 30, 2013, compared to $139.6 million in the same period of 2012. The $73.9 million decrease in cash used in investing activities reflects the decrease in capital expenditures of $63.1 million and advance royalties of $9.8 million.
Net cash used in financing activities was $21.1 million for the nine months ended September 30, 2013 compared to net cash provided by financing activities of $330.5 million for the same period of 2012. The difference from the comparable period in 2012 is due to the fact that we received the net proceeds of the DIP financing in the third quarter of 2012 of $332.4 million ($375.0 million less $42.6 million in issuance costs).
DIP Financing
In connection with filing the Chapter 11 Petitions, the Debtors obtained and the Bankruptcy Court authorized post-petition financing, and for the Filing Subsidiaries (other than EACC Camps, Inc.) (collectively, the DIP Guarantors) to guaranty our obligations in connection with the DIP financing, up to an aggregate principal amount of $802.0 million, consisting of (i) a revolving credit loan in an amount not to exceed $125.0 million (First Out Revolving Credit Loan), (ii) a term loan in the amount of $375.0 million (First Out Term Loan, and together with the First Out Revolving Credit Loan, the First Out Facility), and (iii) a $302.0 million roll up of obligations under our pre-petition credit agreement in respect to outstanding letters of credit, inclusive of any obligations as to reimbursement, renewal and extension of the same issued in the aggregate amount of $300.8 million as of the Petition Date (the Second Out Facility and, together with the First Out Facility, the DIP Facilities). On September 11, 2013, the Debtors met certain conditions in the DIP Facilities agreement and as a result extended the maturity date of the DIP Facilities to December 31, 2013. Since the Petition Date, any new wholly-owned subsidiaries of Patriot have also been added as DIP Guarantors.
At September 30, 2013, letters of credit totaling $63.4 million and $279.4 million were outstanding under the First Out Facility and the Second Out Facility, respectively.
The DIP Facilities include financial covenants applicable to Patriot and its subsidiaries, including compliance with requirements relating to minimum cumulative consolidated EBITDA, as defined by the DIP Facilities, maximum capital expenditures and minimum liquidity. On August 7, 2013, Patriot obtained an amendment to the DIP Facilities that (i) lowered the minimum cumulative consolidated EBITDA financial covenant threshold beginning with the July 2013 compliance reporting period, (ii) added a covenant requiring committed financing related to a plan of reorganization no later than October 31, 2013, and (iii) included a provision allowing for the financing of Patriot’s corporate insurance program. The Bankruptcy Court approved the DIP Facilities amendment on August 20, 2013. On October 30, 2013, Patriot obtained an amendment to the First Out Facility removing the covenant requiring committed financing related to a plan of reorganization no later than October 31, 2013. At September 30, 2013, we were in compliance with each of the financial covenants of the DIP Facilities. Our compliance with the minimum cumulative consolidated EBITDA financial covenant remains subject to market conditions and our ability to improve financial performance, including implementing our restructuring initiatives. Failure to comply with any of the financial covenants would be an event of default under the terms of the DIP Facilities. If an event of default occurs, we would need to negotiate an amendment or waiver from the lenders and obtain Bankruptcy Court approval of such amendment or waiver; however, there can be no assurances that we would be able to obtain such an amendment or waiver in the future.
If, as a result of such an event of default, the DIP Facilities are terminated or our access to funding thereunder is restricted or terminated, or if we are not able to extend the DIP Facilities’ current maturity dates, we may not have sufficient cash availability to meet our operating needs or satisfy our obligations as they become due, in which instance we could be required to seek a sale of Patriot or certain of its material assets pursuant to Section 363 of the Bankruptcy Code, or to convert the Bankruptcy Case into a liquidation under Chapter 7 of the Bankruptcy Code.
Additionally, there can be no assurance that amounts available under the DIP Facilities plus cash generated from operations will be sufficient to meet our reorganization or ongoing cash needs. If we cannot meet our liquidity needs using amounts available under the DIP Facilities plus cash generated from operations, we may have to take other actions such as seeking additional financing to the extent available or by reducing or delaying capital expenditures.
Our liquidity challenges are public information and despite the liquidity provided by our DIP Facilities, our ability to maintain normal credit terms with our suppliers may become impaired. We may be required to pay cash in advance to certain vendors and may experience restrictions on the availability of trade credit, which would further reduce our liquidity. If liquidity problems persist, our suppliers could refuse to provide key products and services in the future. In addition, due to the public perception of our financial condition and results of operations, in particular with regard to uncertainties surrounding our bankruptcy process and reorganization, some customers could be reluctant to enter into long-term agreements with us.

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Historically, we concentrated the majority of our cash balances in accounts held by Patriot Coal Corporation, and we freely transferred funds to, from and among subsidiaries, as needed, through a variety of intercompany and transfer pricing arrangements. Since filing the Chapter 11 Petitions, we have received Bankruptcy Court approval to generally maintain use of our cash management system, and, consequently, have minimized disruption to our operations during the reorganization process.
The operational and bankruptcy-related matters described herein, to the extent that they relate to future events or expectations, may be significantly affected by our Bankruptcy Case. Those proceedings will involve, or may result in, various restrictions on our activities, limitations on financing, the need to obtain Bankruptcy Court approval for various matters and uncertainty as to relationships with vendors, suppliers, customers and others whom we may conduct or seek to conduct business. In addition, there is no assurance that (i) we will be able to maintain our current cash management system, (ii) we will generate sufficient cash to fund our operations during this process, or (iii) that we will be able to access any alternative financing on acceptable terms or at all.
Pre-Petition Credit Facilities
The filing of the Chapter 11 Petitions constituted an event of default under our pre-petition debt agreements and those obligations became automatically and immediately due and payable, although any actions to enforce such payment obligations are stayed as a result of the filing of the Chapter 11 Petitions. Thus, the Debtors’ pre-petition unsecured long-term debt of $458.5 million is included in “Liabilities subject to compromise” at September 30, 2013 and December 31, 2012. Since July 9, 2012, we have not recorded interest expense on unsecured debt that is subject to compromise. Contractual interest expense on pre-petition unsecured long-term debt from July 10, 2012 through September 30, 2013 was $51.7 million.
Capital Lease Obligations
Our capital lease obligations pertain to the financing of mining equipment used in operations. In the first half of 2013, Patriot amended certain existing operating leases allowing for transfer of ownership of the equipment at the end of each respective lease. As such, a carrying amount of approximately $15.6 million of additional capital lease obligations, net of imputed interest of $2.1 million, was recorded during the nine months ended September 30, 2013. Future minimum lease payments required under these capital leases are $1.2 million remaining in 2013, $4.1 million in 2014, $6.8 million in 2015 and $0.3 million in 2016.
Continued Uncertainties Related to Selenium Water Treatment Obligations
Patriot has obligations related to the discharge of selenium in excess of allowable limits at certain mining operations. Although existing technology continues to evolve and new technologies are being considered for the treatment of selenium discharges in excess of allowable limits, there has been no proven technology to effectively treat selenium in coal mining discharges to the levels required in all the applications present at our operations. Additionally, we are currently involved in various legal proceedings related to compliance with the effluent selenium limits in our mining permits. As a result of these legal proceedings, we are subject to various consent decrees and court orders that require us to, among other things, meet certain compliance deadlines. As of September 30, 2013 and December 31, 2012, the liability related to selenium water treatment at outfalls with known exceedances was $433.2 million and $443.0 million, respectively, and reflects the estimated costs of the planned technology selections to be implemented and maintained at these operations. Based on various court rulings and consent decrees we have recently constructed and are operating a Fluidized Bed Reactor (FBR) facility at one operation. At another operation, we had plans to utilize an Advanced Biological Metals Removal System (ABMet) as the selenium treatment technology. However, in the third quarter of 2013, Patriot received approval to implement a bio-chemical reactor (BCR) treatment technology at this outfall. We began construction on the BCR treatment system in July 2013 and expect to complete construction prior to the August 1, 2014 compliance deadline. If the BCR technology is not successful in eliminating selenium from this outfall below allowable limits, we may be required to utilize ABMet or an alternative technology. As of September 1, 2013, we selected the BCR technology for outfalls in Category I with lower average water flows. The liability to treat selenium discharges at non-Category I outfalls not addressed by the September 2010 Ruling is based on the installation and operating costs of Iron Facilitated Selenium Reduction (IFSeR) water treatment systems.
Prior to our pilot project performed in 2010, FBR technology had not been used to remove selenium or any other minerals discharged at coal mining operations, but had been successful in other industrial applications. The FBR water treatment facility is the first facility of its kind constructed for selenium removal on a commercial scale. Though we have operated the FBR facility for two quarters, the FBR technology has not been proven effective on a sustained full-scale commercial basis at coal mining operations, and there can be no assurance that it will be successful under all variable conditions experienced at our mining operations.
The BCR technology has proven effective at removing selenium on a sustainable basis under conditions similar to our Category I outfalls. For the outfalls at which we plan to utilize IFSeR water treatment systems, there is significant uncertainty as to whether IFSeR could be utilized to achieve compliance, particularly at the outfalls with higher average water flows. However, IFSeR technology is currently the treatment technology that is best adapted for installation and operation under the various site-specific conditions at our outfalls. We have been and continue to assess the use of the BCR treatment technology and other potential treatment technologies, particularly at outfalls with higher water flows, to determine their applicability and effectiveness at

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removing selenium from coal mining discharges. Additionally, we continue to refine the IFSeR treatment systems to obtain efficiencies in both selenium removal and cost. The ability to utilize the BCR technology at more outfalls, to combine treatment technologies if necessary, and to identify improvements to the efficiencies of the IFSeR system or any other treatment approaches that are selected for implementation at our outfalls may affect the amount of the liability in the future and we will adjust it as necessary.
If BCR or IFSeR systems are not ultimately successful in treating the effluent selenium exceedances at our outfalls, we may be required to install alternative treatment solutions. Alternative technology solutions that we may ultimately select are still in the early phases of development and their related costs cannot be reasonably estimated at this time. The cost of other water treatment solutions could be materially different than the costs reflected in our liability. Furthermore, costs associated with potential modifications to BCR or IFSeR or the scale of our current BCR or IFSeR systems could also cause the costs to be materially different than the costs reflected in our liability. We cannot provide an estimate of the possible additional range of costs associated with alternate treatment solutions at this time. Potential installations of selenium treatment alternatives are further complicated by the variable geological, topographical and water flow considerations of each individual outfall.
While we are actively continuing to explore treatment options, there can be no assurance as to if or when a definitive solution will be identified and implemented for outfalls covered by the WVDEP actions and the Modified Comprehensive Consent Decree. As a result, actual costs may differ from our current estimates. Due to the uncertainties discussed herein, we continuously assess the need to adjust our liability, taking into consideration, among other things, the probability of the utilization of a different technology or modification to the current technology, whether due to developments in our ongoing research, technology changes, further modifications pursuant to the Modified Comprehensive Consent Decree or other legal obligations to do so. Additionally, there are no assurances we will meet the timetable stipulated in the various court orders, consent decrees and permits to which we are subject.
With respect to all outfalls with known exceedances for selenium or any other parameter, including the specific sites discussed above, any failure to meet the deadlines set forth in our consent decrees or established by the federal government, the U.S. District Court or the State of West Virginia or to otherwise comply with our permits could result in (i) further litigation against us; (ii) an inability to obtain new permits or to maintain existing permits, which could impact our ability to mine our coal reserves; and (iii) the imposition of significant and material fines and penalties or other costs, all of which could materially adversely affect our financial condition, results of operations and cash flows.
In addition to the uncertainties related to technology discussed above, future changes to legislation, compliance with judicial rulings, consent decrees and regulatory requirements, findings from current research initiatives and the pace of future technological progress could result in costs that differ from our current estimates, which could have a material adverse effect on our financial condition, results of operations and cash flows.
We may incur additional costs relating to the lawsuits discussed above, including potential fines and penalties relating to selenium matters. Additionally, as a result of these ongoing litigation matters and federal regulatory initiatives related to water quality standards that affect valley fills, impoundments and other mining practices, including the selenium discharge matters described above, the process of applying for new permits has become more time-consuming and complex, the review and approval process is taking longer, and in certain cases, permits may not be issued.

Recent Accounting Pronouncements
Accumulated Comprehensive Loss
In February 2013, the Financial Accounting Standards Board (FASB) issued authoritative guidance that clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive loss. We adopted this guidance effective January 1, 2013. See Note 11 of the notes to unaudited condensed consolidated financial statements.
Offsetting Assets and Liabilities
In December 2011, the FASB ratified authoritative guidance which mandates that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position, as well as instruments and transactions subject to an agreement similar to a master netting arrangement. This guidance was effective January 1, 2013 and did not affect our results of operations or financial condition.
Indefinite-lived Intangible Assets
In July 2012, the FASB issued authoritative guidance which reduces the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and improving consistency in impairment testing guidance. The new guidance allows an entity the option to make a qualitative assessment about the likelihood

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that an indefinite-lived intangible asset is impaired to determine whether it should then perform a quantitative impairment test. This guidance was effective January 1, 2013 and did not affect our results of operations or financial condition.
Income Taxes
In July 2013, the FASB issued guidance, which requires an entity to present its unrecognized tax benefits net of its deferred tax assets for net operating loss carryforwards, similar tax losses, or tax credit carryforwards in cases where these carryforwards and losses are available at the balance sheet date. When carryforwards or losses are not available at the balance sheet date, an entity must present the liability separately and not net it against the deferred tax assets.  The new guidance is effective for annual and interim periods beginning after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to various types of market risk in the normal course of business, including fluctuations in commodity prices and interest rates.
Commodity Price Risk
The potential for changes in the market value of our coal portfolio is referred to as “market risk.” Due to lack of quoted market prices and the long term, illiquid nature of the positions, we have not quantified market risk related to our portfolio of coal supply agreements. We manage our commodity price risk for our coal contracts through the use of long-term coal supply agreements, rather than through the use of derivative instruments. We sold 65% of our sales volume under coal supply agreements with terms of more than one year during 2012.
We have commodity risk related to our diesel fuel purchases. To manage this risk, we entered into ultra low sulfur diesel swap contracts with financial institutions. In connection with the Chapter 11 Petitions, we have been authorized by the Bankruptcy Court to continue performance under our pre-petition derivative contracts and to enter into and perform under post-petition derivative contracts consistent with the ordinary course of business and past practices. As of September 30, 2013, our ultra low sulfur diesel swap contracts were expired, with no notional amounts outstanding. During the fourth quarter of 2012, our outstanding contracts ceased to be highly effective due to impacts on diesel fuel prices from Hurricane Sandy.
We expect to purchase approximately 21 million gallons of diesel fuel across all operations in 2013. Excluding the impact of our hedging activities, a $0.10 per gallon change in the price of diesel fuel would impact our annual operating costs by approximately $2.1 million.
Credit Risk
Our exposure to credit risk is primarily through our customer concentrations. Our coal sales are made directly to electricity generators, industrial companies, steelmakers and coke producers as well as to coal brokers that ultimately sell the coal to these same types of customers. Our policy is to independently evaluate each customer’s creditworthiness prior to entering into transactions and to constantly monitor the credit extended. In the event we engage in a transaction with a counterparty that does not meet our credit standards, we will attempt to protect our accounts receivable by requiring the counterparty to provide adequate assurances. Additionally, when appropriate (as determined by our credit management function), we have requested adequate assurances to mitigate our credit exposure to customers or counterparties whose credit has deteriorated and who may pose a higher risk of failure to perform under their contractual obligations. Adequate assurances may include, but are not limited to, obtaining letters of credit or cash collateral, requiring prepayments for shipments or the creation of customer trust accounts held for our benefit. As the economy slowly recovers, we do not anticipate that it will significantly affect our overall credit risk profile due to our credit policies.

Item 4. Controls and Procedures.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of September 30, 2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that our disclosure controls and procedures were designed, and were effective, to ensure that the information required to be disclosed in the reports filed or submitted by us under the Securities Exchange Act of 1934, as amended, (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

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There have not been any significant changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
See Note 15 of the notes to unaudited condensed consolidated financial statements included in Part I, Item 1. of this report relating to certain legal proceedings, which information is incorporated by reference herein.

Item 1A. Risk Factors
Except as set forth below, there have been no material changes to the risk factors disclosed under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2012. The information below updates, and should be read in conjunction with, the risk factors disclosed under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2012.
The DIP Facilities include financial and other covenants that impose substantial restrictions on our financial and business operations. There can be no assurance that we will be able to remain in compliance with the requirements of the DIP Facilities, that the lending commitments under the DIP Facilities will not be restricted or terminated by the DIP lenders, or that we will be able to extend the DIP Facilities upon their current maturity dates.
The DIP Facilities provide for events of default specific to the Bankruptcy Case, including dismissal of the Bankruptcy Case, conversion to a case under Chapter 7 of the Bankruptcy Code, the appointment of a trustee, or entry of certain orders. Orders that would be an event of default include: an order reversing, amending, supplementing, staying or vacating the DIP order entered by the Bankruptcy Court; an order denying or terminating our use of cash collateral; an order granting relief from the automatic stay to the holder or holders of any security interest permitting foreclosure on our assets above a threshold amount; or an order authorizing other actions that would have an adverse effect on us. The DIP Facilities contain other events of default customary for debtor-in-possession financings. An event of default under the DIP Facilities would give the DIP lenders the right to terminate their lending commitments, declare all loans, all interest thereon and all other obligations under the DIP Facilities due and payable and exercise other remedies available to them under the DIP Facilities.
The DIP Facilities provide for customary representations and warranties by us. The DIP Facilities further provide for affirmative and negative covenants applicable to us and our subsidiaries, including affirmative covenants requiring us to provide financial information, 13-week projections and other information to the DIP lenders, including, upon request, environmental or mining site assessments or audit reports, and negative covenants restricting our ability and the ability of our subsidiaries to incur additional indebtedness, grant liens, dispose of assets, pay dividends or take certain other actions.
The DIP Facilities include financial covenants applicable to Patriot and its subsidiaries, including compliance with requirements relating to minimum cumulative consolidated EBITDA, as defined by the DIP Facilities, maximum capital expenditures and minimum liquidity. On August 7, 2013, Patriot obtained an amendment to the DIP Facilities that (i) lowered the minimum cumulative consolidated EBITDA financial covenant threshold beginning with the July 2013 compliance reporting period, (ii) added a covenant requiring committed financing related to a plan of reorganization no later than October 31, 2013, and (iii) included a provision allowing for the financing of Patriot’s corporate insurance program. The Bankruptcy Court approved this amendment on August 20, 2013. On October 30, 2013, Patriot obtained an amendment to the First Out Facility removing the covenant requiring committed financing related to a plan of reorganization no later than October 31, 2013. At September 30, 2013, we were in compliance with each of the financial covenants of the DIP Facilities. Our compliance with the minimum cumulative consolidated EBITDA financial covenant remains subject to market conditions and our ability to improve financial performance, including implementing our restructuring initiatives. Failure to comply with any of the financial covenants would be an event of default under the terms of the DIP Facilities. If an event of default occurs, we would need to negotiate an amendment or waiver from the lenders and obtain Bankruptcy Court approval of such amendment or waiver; however, there can be no assurances that we would be able to obtain such an amendment or waiver in the future.
If, as a result of such an event of default, the DIP Facilities are terminated or our access to funding thereunder is restricted or terminated, or if we are not able to extend the DIP Facilities’ current maturity dates, we may not have sufficient cash availability to meet our operating needs or satisfy our obligations as they become due, in which instance we could be required to seek a sale of Patriot or certain of its material assets pursuant to Section 363 of the Bankruptcy Code, or to convert the Bankruptcy Case into a liquidation under Chapter 7 of the Bankruptcy Code.
On September 11, 2013, after meeting certain conditions prescribed in the DIP Facilities agreement, Patriot extended the maturity date of the DIP Facilities to December 31, 2013.

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If we are not able to obtain confirmation of or implement our plan of reorganization or if sufficient debtor-in-possession financing is not available, we could be required to seek a sale of the Company or certain of its material assets pursuant to Section 363 of the Bankruptcy Code or liquidate under Chapter 7 of the Bankruptcy Code.
On September 6, 2013, Patriot filed a Plan of Reorganization (POR) with the Bankruptcy Court. We subsequently filed amended versions of the POR on October 9, 2013, October 26, 2013, and November 4, 2013. In order to successfully emerge from Chapter 11 bankruptcy protection, we must obtain court and creditor approval of our plan of reorganization. This process requires us to meet statutory requirements with respect to adequacy of disclosure with respect to a plan, soliciting and obtaining creditor acceptance of a plan, and fulfilling other statutory conditions for plan confirmation. We may not receive the requisite acceptances to confirm a plan. Even if the requisite acceptances of a plan are received, the Bankruptcy Court may not confirm it or there may not be sufficient exit financing available to finance the Company’s emergence from Chapter 11 under a plan. Our current plan requires us to enter into certain agreements with third parties. However, there is no guarantee that we will be able to successfully enter into these agreements. In addition, the DIP Facilities may not be sufficient to meet our liquidity requirements or may be restricted or terminated by the lenders under the DIP Facilities for our breach thereof. If any of these events were to occur, we could be forced to sell the Company or certain of its material assets pursuant to Section 363 of the Bankruptcy Code or liquidate under Chapter 7 of the Bankruptcy Code.
New developments in the regulation of greenhouse gas and other air emissions, coal ash and other environmental matters could materially adversely affect our customers’ demand for coal and our financial condition, results of operations and cash flows.
One by-product of burning coal is carbon dioxide, which has been reported in certain studies to be a contributor to climate change. Legislators have considered the passage of significant new laws to address climate change, including, among others, those that would impose a nationwide cap on carbon dioxide and other greenhouse gas emissions and require large sources, including coal-fueled power plants, to obtain “emission allowances” to meet that cap, with the ultimate goal of reducing greenhouse gas emissions. The EPA and other regulators are using existing laws, including the federal Clean Air Act, to impose obligations, including emission limits and technology-based requirements, on carbon dioxide and other greenhouse gas emissions. For example, in September 2013, the EPA proposed new source performance standards for emissions of carbon dioxide from certain new power plants. The proposal anticipates that affected new-build, coal-fueled plants generally would need to rely upon partial implementation of carbon capture and storage technology, which currently is not economically feasible, or other expensive control technology to meet the proposed standard. The EPA is expected to propose regulations by June 2014 that will prescribe guidelines for states to address greenhouse gas emissions from existing power plants. In addition, in June 2013, President Obama announced additional initiatives intended to reduce greenhouse gas emissions globally, including curtailing U.S. government support for public financing of new coal-fired power plants overseas and promoting fuel switching from coal to natural gas or renewable energy sources. Although it is not yet possible to predict the effect of existing greenhouse gas reporting and permitting requirements or the proposed or any future greenhouse gas performance standards or emission guidelines, such initiatives may cause a reduction in the amount of coal that our customers purchase from us, which could adversely affect our results of operations.
In addition, more than half of the states in the U.S. have implemented renewable portfolio standards, which generally mandate that a specified percentage of electricity sales in the state be attributable to renewable energy sources, and Congress has considered legislation that would impose a similar federal mandate. Further, governmental agencies have been providing grants and other financial incentives to entities developing or selling alternative energy sources with lower levels of greenhouse gas emissions, which may lead to more competition from those subsidized entities. Global treaties are also being considered that place restrictions on carbon dioxide and other greenhouse gas emissions.
In addition, several regulations under the Clean Air Act were recently finalized or are expected to be finalized in 2013 that regulate emissions of sulfur dioxide, nitrogen oxide, mercury and other air pollutants from power plants and industrial boilers. The regulations include the Clean Air Interstate Rule (CAIR), which established a cap and trade system for emissions of sulfur dioxide and nitrogen oxide from power plants in 27 eastern states, the Mercury and Air Toxics Standards, which regulate emissions of mercury and other heavy metals from power plants, and National Emission Standards for Hazardous Air Pollutants, which regulate emissions of mercury and other metals and organic air toxics from industrial, commercial and institutional boilers. The EPA is also expected to issue a new rule to replace CAIR in regulating the interstate transport of sulfur dioxide and nitrogen oxide emissions. Any such replacement rule could impose significant obligations on our customers, which could reduce the demand for coal.
These current and potential future international, federal, state, regional or local laws, regulations or court orders addressing greenhouse gas emissions and/or coal ash, or emissions of sulfur dioxide, nitrogen oxides, mercury and other hazardous air pollutants and/or particulate matter, will likely require additional controls on coal-fueled power plants and industrial boilers and may cause some users of coal to close existing facilities, reduce construction of new facilities or switch from coal to alternative fuels. These ongoing and future developments may have a material adverse impact on the global supply and demand for coal, and as a result could materially adversely affect our financial condition, results of operations and cash flows. Even in the absence of future regulatory developments, increased awareness of, and any adverse publicity regarding, greenhouse gas and other air

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emissions and coal ash disposal associated with coal and coal-fueled power plants, could adversely affect our and our customers’ reputations and reduce demand for coal.
Item 4. Mine Safety Disclosure.
The information concerning mine safety violations or other regulatory matters required by Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 95.1 of this report.

Item 6. Exhibits.
See Exhibit Index on the last page of this report.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
PATRIOT COAL CORPORATION
 
 
 
 
Date:
November 8, 2013
By:
/s/ JOHN E. LUSHEFSKI
 
 
 
John E. Lushefski
Senior Vice President & Chief Financial Officer
(On behalf of the registrant and as Principal Financial and Accounting Officer)


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EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
Exhibit No.
 
Description of Exhibit
10.1
 
Amendment No. 2 to Credit Agreement dated as of August 7, 2013 to the Superpriority Secured Debtor-in-Possession Credit Agreement dated July 9, 2012, and amended August 7, 2012, among Patriot Coal Corporation, certain subsidiaries of Patriot Coal Corporation designated therein as guarantors, Citibank, N.A., as Administrative Agent, Citicorp North America, Inc., Barclays Bank PLC, New York Branch and Bank of America, N.A., as L/C Issuers, and certain other lenders party thereto.
 
 
 
10.2
 
Amendment No. 3 to Credit Agreement dated as of October 30, 2013 to the Superpriority Secured Debtor-in-Possession Credit Agreement dated July 9, 2012, and amended August 7, 2012, and August 7, 2013, among Patriot Coal Corporation, certain subsidiaries of Patriot Coal Corporation designated therein as guarantors, Citibank, N.A., as Administrative Agent, Citicorp North America, Inc., Barclays Bank PLC, New York Branch and Bank of America, N.A., as L/C Issuers, and certain other lenders party thereto.
 
 
 
10.3
 
Settlement Agreement dated as of October 24, 2013 by and among Patriot Coal Corporation and its Affiliates, Peabody Energy Corporation and its Affiliates, the United Mine Workers of America on behalf of itself, the UMWA Employees and the UMWA Retirees, each as defined therein.

 
 
 
10.4
 
Settlement Agreement dated as of October 23, 2013 by and among Patriot Coal Corporation and certain affiliates and Arch Coal, Inc. and its subsidiaries and affiliates.
 
 
 
10.5
 
Backstop Rights Purchase Agreement dated as of November 4, 2013 by and among Patriot Coal Corporation and certain affiliates and the Backstop Parties, as defined therein, and consented to by the Debtors’ Official Committee of Unsecured Creditors and the United Mine Workers of America.

 
 
 
31.1*
 
Certification of periodic financial report by Patriot Coal Corporation’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2*
 
Certification of periodic financial report by Patriot Coal Corporation’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1*
 
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Patriot Coal Corporation’s Chief Executive Officer.
 
 
 
32.2*
 
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Patriot Coal Corporation’s Chief Financial Officer.
 
 
 
95.1*
 
Mine Safety Disclosure Exhibit
 
 
 
101**
 
Interactive Data Files pursuant to Rule 405 of Regulation S-T: (i) the Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012, (ii) the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2013 and 2012, (iii) the Condensed Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.

*
Filed herewith.
**
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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