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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on June 28, 2019


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



Amendment No. 2
to

FORM 10



GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934



Coronado Global Resources Inc.
(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  83-1780608
(I.R.S. Employer
Identification No.)

100 Bill Baker Way
Beckley, West Virginia 25801
(Address of principal executive offices) (Zip Code)

(681) 207-7263
(Registrant's telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:
None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share
(Title of class)



        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company o

Emerging growth company o

        If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act o

   


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TABLE OF CONTENTS

 
   
  Page  

Explanatory Note

    1  

Market and Industry Data

   
1
 

Cautionary Notice Regarding Forward-Looking Statements

   
1
 

Item 1.

 

Business

   
4
 

Item 1A.

 

Risk Factors

   
31
 

Item 2.

 

Financial Information

   
65
 

Item 3.

 

Properties

   
108
 

Item 4.

 

Security Ownership of Certain Beneficial Owners and Management

   
118
 

Item 5.

 

Directors and Executive Officers

   
120
 

Item 6.

 

Executive Compensation

   
125
 

Item 7.

 

Certain Relationships and Related Transactions, and Director Independence

   
150
 

Item 8.

 

Legal Proceedings

   
154
 

Item 9.

 

Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

   
155
 

Item 10.

 

Recent Sales of Unregistered Securities

   
157
 

Item 11.

 

Description of Registrant's Securities to be Registered

   
159
 

Item 12.

 

Indemnification of Directors and Officers

   
165
 

Item 13.

 

Financial Statements and Supplementary Data

   
166
 

Item 14.

 

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

   
166
 

Item 15.

 

Financial Statements and Exhibits

   
166
 

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EXPLANATORY NOTE

        Pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are filing this General Form for Registration of Securities on Form 10, or this registration statement, to register our common stock, par value $0.01 per share, or common stock. The common stock is publicly traded on the Australian Securities Exchange, or the ASX, under the ticker "CRN" in the form of CHESS Depositary Interests, or CDIs. CDIs are units of beneficial ownership in shares of our common stock held by CHESS Depositary Nominees Pty Limited, or CDN, a subsidiary of ASX Limited, the company that operates the ASX. The CDIs entitle holders to dividends, if any, and other rights economically equivalent to shares of our common stock on a 10-for-1 basis, including the right to attend stockholders' meetings. The CDIs are also convertible at the option of the holders into shares of our common stock on a 10-for-1 basis, such that for every ten CDIs converted, a holder will receive one share of common stock. CDN, as the stockholder of record, will vote the underlying shares in accordance with the directions of the CDI holders.

        This registration statement will become effective automatically by lapse of time 60 days from the date of the original filing pursuant to Section 12(g)(1) of the Exchange Act or within such shorter period as the Securities and Exchange Commission, or the SEC, may direct. As of the effective date, we will be subject to the requirements of Regulation 13(a) under the Exchange Act and will be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

        Unless otherwise noted, references in this registration statement to "we," "us," "our," "Company," or "Coronado" refer to the Coronado Group (as described below) prior to the Reorganization Transaction (as described below) and Coronado Global Resources Inc., a Delaware corporation, and its consolidated subsidiaries after the Reorganization Transaction.

        All production and reserves amounts contained in this registration statement are expressed in metric tons, or Mt, millions of metric tons, or MMt, or millions of metric tons per annum, or MMtpa, except where otherwise stated. One Mt (1,000 kilograms) is equal to 2,204.62 pounds and is equivalent to 1.10231 short tons. In addition, all dollar amounts contained herein are expressed in United States dollars, or US$, except where otherwise stated. References to "A$" are references to Australian dollars, the lawful currency of the Commonwealth of Australia. Some numerical figures included in this registration statement have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables may not equal the sum of the figures that precede them.


MARKET AND INDUSTRY DATA

        This registration statement contains statistics, data and other information (including forecasts and projections) relating to the industries, segments and end markets in which we operate. Such information includes, but is not limited to, statements, statistics and data relating to product segment and market share, estimated historical and forecast market growth, market sizes and trends, and our estimated market share and our industry position. We have obtained significant portions of such information from databases and research prepared by third parties. Investors should note that market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Although we are responsible for all of the disclosure contained in this registration statement, and we believe the industry and market data to be reliable as of the date of this registration statement, this information could prove to be inaccurate.


CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

        This registration statement contains "forward-looking statements" concerning our business, operations, financial performance and condition, the coal, steel and other industries, as well as our

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plans, objectives and expectations for our business, operations, financial performance and condition. Forward-looking statements may be identified by words such as "may," "could," "believes," "estimates," "expects," "intends," "considers" and other similar words.

        Any forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance, events or outcomes to differ materially from the results, performance, events or outcomes expressed or anticipated in these statements, many of which are beyond our control. Such forward-looking statements are based on an assessment of present economic and operating conditions on a number of best estimate assumptions regarding future events and actions. These factors are difficult to accurately predict and may be beyond our control. Factors that could affect our results or an investment in our securities include, but are not limited to:

    the prices we receive for our coal;

    the demand for steel products, which impacts the demand for our metallurgical coals;

    risks inherent to mining;

    the loss of, or significant reduction in, purchases by our largest customers;

    our ability to collect payments from our customers depending on their creditworthiness, contractual performance or otherwise;

    our ability to continue acquiring and developing coal reserves that are economically recoverable;

    uncertainties in estimating our economically recoverable coal reserves;

    transportation for our coal becoming unavailable or uneconomic for our customers;

    the risk that we may be required to pay for unused capacity pursuant to the terms of our take-or-pay arrangements with rail and port operators;

    our ability to retain key personnel and attract qualified personnel;

    any failure to maintain satisfactory labor relations;

    our ability to obtain, renew or maintain permits and consents necessary for our operations;

    potential costs or liability under applicable environmental laws and regulations, including with respect to any exposure to hazardous substances caused by our operations, as well as any environmental contamination our properties may have or our operations may cause;

    extensive regulation of our mining operations and future regulations and developments;

    our ability to provide appropriate financial assurances for our obligations under applicable laws and regulations;

    assumptions underlying our asset retirement obligations for reclamation and mine closures;

    concerns about the environmental impacts of coal combustion, including perceived impacts on global climate issues, which could result in increased regulation of coal combustion in many jurisdictions and divestment efforts affecting the investment community;

    the extensive forms of taxation that our mining operations are subject to, and future tax regulations and developments;

    risks unique to international mining and trading operations;

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    any cyber-attacks or other security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our customers or other third parties;

    a decrease in the availability or increase in costs of key supplies, capital equipment or commodities, such as diesel fuel, steel, explosives and tires;

    unfavorable economic and financial market conditions;

    the risk that we may not recover our investments in our mining, exploration and other assets, which may require us to recognize impairment charges related to those assets;

    risks related to divestitures and acquisitions;

    our indebtedness and ability to comply with the covenants under the agreements governing such indebtedness;

    our ability to generate sufficient cash to service all of our indebtedness or other obligations;

    the risk that diversity in interpretation and application of accounting principles in the mining industry may impact our reported financial results; and

    other risks and uncertainties described in Item 1A. "Risk Factors."

        We make many of our forward-looking statements based on our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

        See Item 1A. "Risk Factors" and elsewhere in this registration statement for a more complete discussion of the risks and uncertainties mentioned above and for discussion of other risks and uncertainties we face that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements, as well as others made in this registration statement and hereafter in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

        We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this registration statement are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by applicable law.

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ITEM 1.    BUSINESS.

Overview

        We are a global producer, marketer and exporter of a full range of metallurgical coals. We own a portfolio of operating mines and development projects in Queensland in Australia and Virginia, West Virginia and Pennsylvania in the United States.

        Our operations in Australia, or our Australian Operations, consist of the 100%-owned Curragh producing mining property located in the Bowen Basin of Australia. Our operations in the United States, or our U.S. Operations, comprise three producing mining properties (Buchanan, Logan and Greenbrier), two development mining properties (Pangburn-Shaner-Fallowfield and Russell County) and one idle mining property (Amonate), primarily located in the Central Appalachian region of the United States, or CAPP, all of which are 100%-owned. Our U.S. Operations and Australian Operations include eleven actively producing mines that are strategically located for access to transportation infrastructure. In addition to metallurgical coal, our Australian Operations sell thermal coal, which is used to generate electricity, to Stanwell Corporation Limited, or Stanwell, a Queensland government-owned entity and the operator of the Stanwell Power Station located near Rockhampton, Queensland. Our U.S. Operations also produce and sell some thermal coal that is extracted in the process of mining metallurgical coal.

        Our business profile primarily focuses on the production of metallurgical coal for the North American and seaborne export markets. Metallurgical coal and thermal coal sales represented approximately 79% and 21%, respectively, of our total volume of coal sold for the year ended December 31, 2018. In 2018, we were the fifth largest metallurgical coal producer globally by export volume and the largest metallurgical coal producer in the United States by production volume. In addition, export sales as a percentage of our total sales for the year ended December 31, 2018 were approximately 69%.

        To support our operations, we have proven and probable coal reserves totaling 710.5 MMt as of December 31, 2018. For more information regarding our coal reserves, see Item 3. "Properties."

History and Australian IPO

        We were founded in 2011 by Garold Spindler, James Campbell and a fund affiliated with The Energy & Minerals Group, or EMG, with the intention of evaluating, acquiring and developing metallurgical coal properties. EMG was founded in 2006 by John T. Raymond (co-founding partner and chief executive officer) and John Calvert (co-founding partner and president). EMG focuses on investing across various facets of the global natural resource industry.

        Since 2011, Coronado Coal LLC, a Delaware limited liability company, and other affiliated entities, including Coronado Group LLC, a Delaware limited liability company, which we refer to, collectively, as Coronado Group, have grown the scale and platform of our current operations principally from four acquisitions:

    in 2013, Coronado Group acquired Greenbrier from Lehman Brothers;

    in 2014, Coronado Group acquired Logan from Cliffs Natural Resources Inc. (now known as Cleveland-Cliffs Inc.);

    in 2016, Coronado Group acquired Buchanan from CONSOL Energy Inc., or CONSOL Energy; and

    in 2018, Coronado Group acquired Wesfarmers Curragh Pty Ltd (now known as Coronado Curragh Pty Ltd), including the Curragh producing mining property, from Wesfarmers Ltd, or Wesfarmers.

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        Prior to a corporate reorganization in August 2018, or the Reorganization Transaction, Coronado Group HoldCo LLC, a Delaware limited liability company and the holding company of our Australian Operations, was a wholly-owned subsidiary of Coronado Group LLC. In connection with the Reorganization Transaction, (i) Coronado Group HoldCo LLC was converted into Coronado Global Resources Inc., a Delaware corporation, in August 2018 and (ii) Coronado Group LLC contributed all of the equity ownership in the U.S. Operations to Coronado Coal Corporation, a wholly-owned subsidiary of Coronado Global Resources Inc. Immediately following the Reorganization Transaction, Coronado Global Resources Inc. remained a wholly-owned subsidiary of Coronado Group LLC, which is currently owned by funds managed by EMG, which we refer to, collectively, as the EMG Group, and certain members of our management.

        On October 23, 2018, we completed an initial public offering on the ASX, which we refer to as the Australian IPO, pursuant to which the Company issued and sold the equivalent of 16,651,692 shares of common stock in the form of CDIs and the EMG Group, through Coronado Group LLC, sold the equivalent of 2,691,896.4 shares of common stock in the form of CDIs.

        Following the Australian IPO, the EMG Group and management beneficially own approximately 80% of the issued and outstanding shares of our common stock through their ownership of Coronado Group LLC, our controlling shareholder. The remaining 20% is owned by public investors in the form of CDIs traded on the ASX. In addition, Coronado Group LLC holds one share of preferred stock Series A, par value $0.01 per share, of the Company, or the Series A Share, which is the only share of preferred stock issued and outstanding. The holder of the Series A Share is permitted to nominate and elect members of our Board of Directors in relation to the level of the holder's aggregate beneficial ownership of shares of our common stock. In connection with the Australian IPO, Coronado Group LLC entered into a voluntary escrow agreement under which it agreed, among other things, to certain restrictions and prohibitions from engaging in transactions involving the shares of our common stock that it holds for a restricted period ending on the first business day after the release of our results for the year ending December 31, 2019, subject to certain exceptions.

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Organizational Structure

        The following chart shows our current organizational structure:

GRAPHIC

Overview of Operations

Metallurgical coal

        Sales of metallurgical coal represented approximately 91% of our revenues in 2018. Most of the metallurgical coal that we produce is sold, directly or indirectly, to steel producers. The steel industry's demand for metallurgical coal is affected by several factors, including the cyclical nature of that industry's business, general economic conditions and demand for steel, tariffs on steel and steel products, technological developments in the steelmaking process and the availability and cost of substitutes for steel, such as aluminum, composites and plastics. We compete based on coal quality and characteristics, price, customer service and support and reliability of supply. Seaborne metallurgical coal import demand can be significantly impacted by the availability of indigenous coal production, particularly in the leading metallurgical coal import countries of China, India and Brazil, among others, and the competitiveness of seaborne metallurgical coal supply, including from the leading metallurgical coal exporting countries of Australia, the United States, Russia, Canada and Mongolia, among others.

Thermal Coal

        Sales of thermal coal represented approximately 6% of our revenues in 2018. The thermal coal that we produce is sold, directly or indirectly, to power stations, including Stanwell, as an energy source in the generation of electricity. Demand for our thermal coal products is impacted by economic conditions, environmental regulation, demand for electricity, including the impact of energy efficient

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products, and the cost of electricity generation from alternative fuels. Our thermal coal products primarily compete with producers of other forms of electric generation, including natural gas, oil, nuclear, hydro, wind, solar and biomass, that provide an alternative to coal use.

Segments

        In accordance with Accounting Standards Codification, or ASC, Topic 280, Segment Reporting, we have adopted the following reporting segments:

    Curragh;

    Buchanan;

    Logan; and

    Greenbrier.

        In addition, "Corporate and other" is not a reporting segment but is disclosed for the purposes of reconciliation to our consolidated financials.

        These segments are grouped based on geography and reflect how we currently monitor and report the results of the business to the Chief Executive Officer who is our chief operating decision maker, or CODM, the Chief Operating Officer and the Chief Financial Officer. Factors affecting and differentiating the financial performance of each of these four reportable segments generally include coal quality, geology, coal marketing opportunities, mining and transportation methods and regulatory issues. We believe this method of segment reporting reflects the way our business segments are currently managed and the way the performance of each segment is evaluated. The four segments consist of similar operating activities as each segment produces similar products.

Overview of Australian Operations—Curragh

        Curragh is located in Queensland's Bowen Basin, one of the world's premier metallurgical coal regions. Curragh has been operating since 1983, and in 2018 was the sixth largest metallurgical coal mining property in Australia by production. Curragh produces a variety of high-quality, low-ash metallurgical coal products. Metallurgical coals are primarily used in the manufacture of coke, which is used in the steel-making process, as well as direct injection into a blast furnace as a replacement for coke. These metallurgical coal products are exported globally to a diverse customer base located primarily in Asia. Curragh also produces thermal coal. Thermal coal is used primarily as an energy source in the generation of electricity. The thermal coal produced at Curragh is primarily sold domestically under a long-term contract to Stanwell, with a limited amount being exported. For the year ended December 31, 2018, 74.3% of the total volume of coal sold by our Australian Operations was metallurgical coal and 25.7% of the total volume of coal sold by our Australian Operations was thermal coal. See Item 3. "Properties" for more information regarding Curragh.

Overview of U.S. Operations—Buchanan, Logan and Greenbrier

        Our producing mining properties in the United States are located in the CAPP in Virginia and West Virginia, which is a highly-developed, active, coal-producing region. Our three producing mining properties in the United States are Buchanan, Logan and Greenbrier. Coal produced by our U.S. Operations is consumed regionally by North American steel producers or exported by seaborne transportation to steel producers (primarily in Europe, South America and Asia). For the year ended December 31, 2018, 90.0% of the total coal produced by our U.S. Operations was metallurgical coal and 10.0% was thermal coal. See Item 3. "Properties" for more information regarding Buchanan, Logan, Greenbrier and the other material mining properties that compose our U.S. Operations.

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Customers

        We sell most of our coal to steel producers, either directly or through intermediaries, such as brokers. We also sell thermal coal to electricity generators. Major consumers of our seaborne metallurgical coal in 2018 were located in India, Japan, South Korea, Taiwan, Brazil, China and the European Union. These consumers are all major global steel producers. The majority of our sales are made on a spot basis or under contracts with terms of typically one year. For the year ended December 31, 2018, our top ten customers comprised 70% of our total revenue and our top five customers comprised 51% of our total revenue. For the year ended December 31, 2018, sales to Xcoal Energy & Resources, LLC, or Xcoal, and Tata Steel Limited, or Tata Steel, represented approximately 23% and 12%, respectively, of our total revenue.

Australia Sales and Marketing

        Revenues from our Australian Operations represented approximately 59% of our total revenue for the year ended December 31, 2018. Revenues from metallurgical and thermal coal sales represented approximately 91% and 6%, respectively, of total revenues from our Australian Operations for the year ended December 31, 2018.

        Curragh metallurgical coal sales are typically made directly to international steel producers. Our Australian Operations sold 6.8 MMt of export metallurgical coal (being 74% of our Australian Operations' total produced coal) into the seaborne coal markets in the period from our acquisition of Curragh on March 29, 2018 to December 31, 2018. The majority of customers purchase multiple grades or products and have purchased Curragh coal continuously through all stages of the coal/commodity pricing cycle. Curragh metallurgical coal sales have typically been entered into on annual contracts negotiated by our Australian Operations' sales managers, with pricing negotiated on a quarterly basis with reference to benchmark indices or bilaterally negotiated term prices and spot indices. Our Australian Operations have maintained a high level of contract coverage against planned production. In 2018, approximately 89% of Curragh's metallurgical coal export sales were made under term contracts (with the balance sold on framework contracts that do not involve a binding commitment to supply, or in the spot market).

Tata Steel

        We are a party to a Long Term Coal Sale and Purchase Agreement with Tata Steel, or the Tata Steel Long Term Agreement, with a term ending in March 2022.

        The Tata Steel Long Term Agreement provides for the sale of a minimum of 2.0 MMt of coal per contract year, consisting of certain specific quantities of Curragh Hard Coking Coal, Bedford Coking Coal, Bluff Coking Coal and Curragh PCI Coal. Pricing is re-negotiated each quarter, with coal sales priced in reference to benchmark indices. If we fail to agree on a quarterly price, the Tata Steel Long Term Agreement provides for alternative pricing based on historical market prices and the continuance of deliveries until an agreement on pricing can be reached. Coal sold pursuant to the Tata Steel Long Term Agreement is sold Free on Board (Incoterms 2010), or F.O.B., and the agreement contains industry-standard terms and conditions with respect to delivery, transportation, inspection, assignment, taxes and performance failure.

Stanwell

        We are party to contractual arrangements with Stanwell, including a coal supply agreement, or the CSA, and the Curragh Mine New Coal Supply Deed, dated August 14, 2018, or the Supply Deed.

        Under the CSA, we deliver thermal coal from Curragh to Stanwell at an agreed price and quantity. Stanwell may vary its intake of thermal coal each year, and the total quantity to be delivered to

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Stanwell cannot be precisely forecast. The coal that we supply to Stanwell constitutes the majority of the thermal coal production from Curragh. Our cost of supplying coal to Stanwell was greater than the price paid by Stanwell for the period following our acquisition of Curragh through December 31, 2018. See Item 1A. "Risk Factors—Take-or-pay arrangements within the coal industry could unfavorably affect our profitability."

        Under the CSA, we also share part of the revenue earned from export metallurgical coal sales (from particular Tenements (as defined below)) with Stanwell through various rebates. The most material rebate is the export price rebate, which is linked to the realized export coal price for a defined metallurgical coal product, as follows:

    For the first 7.0 MMtpa of export coal sales: when the 12-month trailing, weighted-average realized export coal price exceeds A$68 per Mt (as of June 2018; escalated quarterly at 1% per annum), or the Tier 1 Rebate Coal Floor Price, we will pay a rebate of 25% of the difference between the realized export coal price and the Tier 1 Rebate Coal Floor Price.

    For export coal sales above 7.0 MMtpa: when the 12-month trailing, weighted-average realized export coal price exceeds A$115 per Mt (as of June 2018; escalated quarterly at the applicable consumer price index rate), or the Tier 2 Rebate Coal Floor Price, we will pay a rebate of 10% of the difference between the realized export coal price and the Tier 2 Rebate Coal Floor Price.

        The CSA also provides for:

    a tonnage rebate to Stanwell of A$0.70 per Mt (as of June 2018; escalated quarterly at 1% per annum) on the first 7.0 MMtpa of export coal sales and A$0.70 per Mt (as of June 2018; escalated quarterly at the applicable consumer price index rate) on export coal sales above 7.0 MMtpa; and

    a rebate of A$2.00 (as of June 2018; escalated quarterly at the applicable consumer price index rate) on run-of-mine, or ROM, coal mined in the Curragh "Pit U East Area."

        The total Stanwell rebate for the year ended December 31, 2018 was $127.7 million and has been included in the consolidated statements of operations included elsewhere in this registration statement.

        The Supply Deed grants us the right to mine the coal reserves in the Stanwell Reserved Area, or the SRA. In exchange, we agreed to certain amendments to the CSA and to enter into a new coal supply agreement, or the NCSA, upon the expiration of the CSA (which is expected to occur in 2027). The consideration for the access to the SRA will be deferred and payable as a discount to the market value of thermal coal over the term of the NCSA. The net present value of the deferred consideration was approximately $160.9 million as of March 31, 2019. Further, export rebates on sales of metallurgical coal will no longer be payable on commencement of the NCSA. The other specific terms and conditions are currently being negotiated with Stanwell. These negotiations notwithstanding, we have full access to the SRA.

        If the parties do not agree to the full terms of the NCSA documentation by June 30, 2019, the terms will be determined by an expert, based on the terms of a binding terms sheet contained in the Supply Deed, or the Binding Terms Sheet, and the CSA, which is currently in place. See Item 1A. "Risk Factors—Risks related to the Supply Deed with Stanwell may adversely affect our financial condition and results of operations."

U.S. Sales and Marketing

        Revenues from our U.S. Operations, in the aggregate, represented approximately 41% of our total revenue for the year ended December 31, 2018. Revenues from metallurgical and thermal coal sales represented approximately 93% and 6%, respectively, of total revenues from our U.S. Operations for the year ended December 31, 2018.

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        We sell metallurgical coal products from our U.S. Operations primarily to export markets, as well as to North American steel producers and coke producers. We sold approximately 59%, 58% and 58% of total produced coal from our U.S. Operations into the seaborne metallurgical coal markets for the years ended December 31, 2018, 2017 and 2016, respectively. Logan and Greenbrier also produce thermal coal, which is sold predominantly to global export markets, as well as within North America.

        Sales from our U.S. Operations to export markets are typically priced with reference to a benchmark index. Our U.S. Operations predominantly access the export metallurgical coal market through Xcoal as the intermediary. In 2018, sales to Xcoal represented approximately 52% of revenue from our U.S. Operations. Purchase orders with Xcoal are entered into primarily on an ad hoc (shipment-by-shipment) basis. Xcoal, as well as other customers, typically take ownership of coal upon loading into the rail car and are responsible for handling transportation logistics to the port and beyond.

        Sales made by our U.S. Operations' sales team to North American steel producers are primarily pursuant to annual contracts. These annual contracts reflect fixed prices set for the entire year with reference to several factors, including benchmark export prices and forward curves. The fixed-price nature of these annual contracts provides us with visibility on our future revenues, as compared to spot sales or sales priced with reference to a benchmark index. For 2019, we have entered into annual contracts to sell approximately 2.0 MMt metallurgical coal with North American steel producers. Several legacy contracts were assumed in connection with the Buchanan acquisition, of which two remain and expire in 2019 and 2020, respectively. During periods of stable and rising prices, we strive to take advantage of the spot market. Spot export contracts are negotiated throughout the year. Market sales are pursued depending on available supply and market demand.

        The chart below shows the five-year historical benchmark coal pricing for metallurgical coal used by our U.S. Operations.

GRAPHIC

        For our U.S. Operations, the benchmark pricing included in the chart above is not necessarily indicative of the price we realize for the various qualities of metallurgical coal products that we produce and sell due to various factors, including negotiated shipping costs and discounts based on coal quality. We generally sell our seaborne coal through intermediaries Free on Rail (Incoterms 2010), or F.O.R., and, therefore, our realized price does not include transportation to the seaborne port or costs to transload into a vessel. In addition, we sell a portion of our coal in the U.S. domestic market on

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annual contracts at fixed prices that do not fluctuate with the benchmarks included in the chart above. Price realization on spot coal sales could also be impacted by other coal producers with available supply of similar qualities of metallurgical coal. See Item 1A. "Risk Factors—Our profitability depends upon the prices we receive for our coal. Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control."

Transportation

        Coal produced at our mining properties is transported to customers by a combination of road, rail, barge and ship. See Item 3. "Properties" for descriptions of the transportation infrastructure available to each of our mining properties. Rail and port services are typically contracted on a long-term, take-or-pay basis in Australia, while these contracts are typically negotiated on a quarterly basis in the United States. See Item 2. "Financial Information—Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information on our take-or-pay obligations.

Australian Operations

        For sales of thermal coal to Stanwell, Stanwell is responsible for the transport of coal to the Stanwell Power Station. Export thermal coal represents less than 7% of total thermal coal sold by our Australian Operations. Our Australian Operations typically sell export metallurgical coal F.O.B., with the customer paying for transportation from the outbound shipping port.

        The majority of Curragh's export metallurgical coal is railed approximately 300 kilometers to the Port of Gladstone for export via two main port terminals, RG Tanna Coal Terminal, or RGTCT, and Wiggins Island Coal Export Terminal, or WICET. Curragh also has 0.7 MMt of capacity available in the stockpile area at the Port of Gladstone.

Rail Services

        Curragh is linked to the Blackwater rail link of the Central Queensland Coal Network, or CQCN, an integrated coal haulage rail system owned and operated by Aurizon Network Pty Ltd., or Aurizon Network. Curragh has secured annual rail haulage capacity of up to 10.0 MMtpa (plus surge capacity) under two long-term rail haulage agreements with Aurizon Operations Limited, or Aurizon Operations.

        The RGTCT Coal Transport Services Agreement with Aurizon Operations is for 8.5 MMtpa of haulage capacity to RGTCT. Curragh pays a minimum monthly charge (components of which are payable on a take-or-pay basis), which is calculated with reference to the below-rail access charges, haulage/freight charges, a minimum annual tonnage charge and other charges. The RGTCT Coal Transport Services Agreement terminates on June 30, 2025, unless extended at our option.

        The Wiggins Island Rail Project, or WIRP, Transport Services Agreement with Aurizon Operations is for 1.5 MMtpa of capacity to WICET. This contract is effectively 100% take-or-pay (for both rail haulage and capacity access charges). This agreement expires on June 30, 2025.

        The CQCN has recently experienced some disruption and capacity restraints as a result of conduct related to maintenance practices by the network operator, Aurizon Network. See Item 8. "Legal Proceedings."

Port Services

        Curragh exports coal through two terminals at the Port of Gladstone, RGTCT and WICET. At RGTCT, we and Gladstone Port Corporation Limited, or GPC, are parties to a coal handling agreement that expires on June 30, 2030. The agreement may be renewed at our request and, subject to certain conditions, GPC is required to agree to the extension if there is capacity at RGTCT to allow

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the extension. We currently have the right to export between 7.67 MMtpa and 8.67 MMtpa at our nomination on a take-or-pay basis.

        We have a minority interest in WICET Holdings Pty Ltd, whose wholly-owned subsidiary, Wiggins Island Coal Export Terminal Pty Ltd, or WICET Pty Ltd, owns WICET. Other coal producers who export coal through WICET also hold shares in WICET Holdings Pty Ltd. In addition, we and the other coal producers (or shippers) have take-or-pay agreements with WICET Pty Ltd and pay a terminal handling charge to export coal through WICET, which is calculated by reference to WICET's annual operating costs, as well as finance costs associated with WICET Pty Ltd's external debt facilities. Our take-or-pay agreement with WICET Pty Ltd, or the WICET Take-or-Pay Agreement, provides Curragh with export capacity of 1.5 MMtpa. The WICET Take-or-Pay Agreement is an "evergreen" agreement, with rolling ten-year terms. If we inform WICET Pty Ltd that we do not wish to continue to roll the term of the WICET Take-or-Pay Agreement, the term would be set at nine years and the terminal handling charge payable by us would be increased so that our proportion of WICET Pty Ltd's debt is amortized to nil by the end of that nine-year term.

        Under the WICET Take-or-Pay Agreement, we are obligated to pay for that capacity via terminal handling charges, whether utilized or not. The terminal handling charge payable by us can be adjusted by WICET Pty Ltd if our share of WICET Pty Ltd's operational and finance costs increases, including because of increased operational costs or because another shipper defaults and has its capacity reduced to nil. The terminal handling charge is subject to a financing cap set out in the terminal handling charge methodology and has already been reached and is in force. If another shipper defaults under its take-or-pay agreement, each remaining shipper is effectively proportionately liable to pay that defaulting shipper's share of WICET Pty Ltd's costs going forward, in the form of increased terminal handling charges.

        If we default under the WICET Take-or-Pay Agreement we would be obligated to pay a termination payment to WICET Pty Ltd. The termination payment effectively represents our proportion of WICET Pty Ltd's total debt outstanding, based on the proportion of our contracted tonnage to the total contracted tonnage of shippers at WICET at the time the payment is triggered. Shippers can also become liable to pay the termination payment where there is a permanent cessation of operations at WICET. Since WICET began shipping export tonnages in April 2015, three WICET Holdings Pty Ltd shareholders have entered into administration, resulting in the aggregate contracted tonnage of shippers decreasing from 27 MMtpa to 16 MMtpa.

        Under the WICET Take-or-Pay Agreement, we are required to provide security (which is provided in the form of a bank guarantee). The amount of the security must cover our estimated liabilities as a shipper under the WICET Take-or-Pay Agreement for the following 12-month period. If we are in default under the WICET Take-or-Pay Agreement and are subject to a termination payment, WICET Pty Ltd can draw on the security and apply it to amounts owing by us. See Item 1A. "Risk Factors—Risks related to our investment in WICET may adversely affect our financial condition and results of operations" and Item 2. "Financial Information—Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information on our take-or-pay obligations.

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U.S. Operations

        Our U.S. Operations' domestic contracts are generally priced F.O.R. at the mine with customers bearing the transportation costs from the mine to the applicable end user. For direct sales to export customers, we hold the transportation contract and are responsible for the cost to the export facility, and the export customer is responsible for the transportation/freight cost from the export facility to the destination. A large portion of our U.S. export sales are made through Xcoal and other intermediaries. For these sales, Xcoal or the intermediary typically take ownership of the coal as it is loaded into the railcar. The intermediary is responsible for the rail transportation and port costs.

Rail Services

        Rail shipments were involved in approximately 99% of total shipments from our U.S. mining properties in 2018.

        Transportation of coal from Buchanan is primarily via Norfolk Southern railway to Lamberts Point Coal Terminal Pier 6 and to CNX Marine Terminal for export customers. In the case of domestic customers, coal is primarily shipped via Norfolk Southern railway either directly to the customers or to barge loading docks.

        Coal from Logan and Greenbrier is transported via CSX Transportation Railroad, or CSX, using barge and truck. CSX provides transportation to domestic steel customers and to the CNX Marine Terminal, Kinder Morgan Pier IX Terminal or Dominion Terminal Associates, or DTA, Terminal.

Port Services

        Norfolk Southern's Pier 6 is the main terminal at the Lamberts Point Terminal located in Norfolk, Virginia. Pier IX is a coal terminal operated by Kinder Morgan Energy Partners in Newport News, Virginia.

        Our U.S. Operations have dedicated inventory capacity at the Kinder Morgan Pier IX Terminal and through-put capacity at Lambert's Point Coal Terminal Pier 6. Our U.S. Operations also have alternate port access through CNX Marine Terminal which is a transshipping terminal at the Port of Baltimore owned by CONSOL Energy.

        DTA Terminal is a coal export terminal in the Port of Hampton Roads in Newport News, Virginia. DTA Terminal is 65% owned by Contura Energy and 35% by Arch Coal, and has annual export capacity of 22 MMt.

        Kanawha River Terminal is a Norfolk Southern/CSX-served coal terminal located on the Ohio River at mile marker 314.5, Ceredo, West Virginia.

Suppliers

        The principal goods we purchase in support of our mining activities are mining equipment and replacement parts, diesel fuel, natural gas, ammonium-nitrate and emulsion-based explosives, off-road tires, steel-related products (including roof control materials), lubricants and electricity. As a general matter, we have many well-established, strategic relationships with our key suppliers of goods and do not believe that we are particularly dependent on any of our individual suppliers.

        We also depend on several major pieces of mining equipment and facilities to produce and transport coal, including, but not limited to, longwall mining systems, continuous miners, draglines, dozers, excavators, shovels, haul trucks, conveyors, coal preparation plants, or CPPs, and rail loading and blending facilities. Obtaining and repairing these major pieces of equipment and facilities often involves long lead times. We strive to extend the lives of existing equipment and facilities through maintenance practices and equipment rebuilds in order to defer the requirement for larger capital

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purchases. We continue to use our global leverage with major suppliers to ensure security of supply to meet the requirements of our active mines. See Item 3. "Properties" for more information about operations at our mining properties.

        We use contractors and other third parties for exploration, mining and other services, generally, and are reliant on a number of third parties for the success of our current operations and the advancement of our development projects.

Thiess Mining Services Contract

        We currently use Thiess Pty Ltd, or Thiess, as our primary mining contractor for our Australian Operations. We are party to a long-term mining contract, dated February 15, 2010, with Thiess under which Thiess is engaged to provide services for the Australian Operations relating to: overburden removal, general fleet and maintenance services until June 30, 2019, or Part A Services; and fleet relocation, fleet and tire maintenance services and the provision of ultra-class truck services until March 31, 2021, or Part B Services.

        Although the parties have agreed to extend the provision of the Part A Services until December 31, 2019, certain terms and conditions remain under discussion between the parties. The Part B Services can be terminated for convenience, which would trigger the requirement for us to pay a lump-sum termination payment.

        At the end of the term of the Part B Services, we must purchase the ultra-class trucks from Thiess at a price determined in accordance with the contract.

        We are currently in the process of evaluating bids for a new mining contract to replace our mining contract with Thiess. See Item 1A. "Risk Factors—Our profitability could be affected adversely by the failure of suppliers and/or outside contractors to perform."

Competition

        We generate revenue from the sale of coal. In developing our business plan and operating budget, we make certain assumptions regarding future coal prices, coal demand and coal supply. The prices we receive for our coal depend on numerous market factors beyond our control. Accordingly, some underlying coal price assumptions relied on by us may materially change and actual coal prices and demand may differ materially from those expected. Our business, operating and financial performance, including cash flows and asset values, may be materially and adversely affected by short- or long-term volatility in the prevailing prices of our products. Demand for coal and the prices that we will be able to obtain for our coal are highly competitive and are determined predominantly by world markets, which are affected by numerous factors, including: general global, regional and local economic activity; changes in demand for steel and energy; industrial production levels; short-term constraints, including weather incidents; changes in the supply of seaborne coal; technological changes; changes in international freight or other transportation infrastructure rates and costs; the costs of other commodities and substitutes for coal; market changes in coal quality requirements; government regulations which restrict, or increase the cost of, using coal; tariffs imposed by countries, including the United States, on the import of certain steel products and any retaliatory tariffs by other countries; and tax impositions on the resources industry, all of which are outside of our control. In addition, coal prices are highly dependent on the outlook for coal consumption in large Asian economies, such as China, Japan, South Korea and India, as well as any changes in government policy regarding coal or energy in those countries.

        Competition in the coal industry is based on many factors, including, among others, world supply price, production capacity, coal quality and characteristics, transportation capability and costs, blending capability, brand name and diversified operations. We are subject to competition from producers in

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Australia, the United States, Canada, Russia, Mongolia and other coal producing countries. See Item 1A. "Risk Factors—We face significant competition, which could adversely affect profitability."

Working Capital

        We generally fund our working capital requirements through a combination of existing cash and cash equivalents and proceeds from the sale of our coal production to customers. Our secured multi-currency revolving syndicated facility agreement, dated September 15, 2018, or the Syndicated Facility Agreement, is also available to fund our working capital requirements to the extent we have remaining availability. As of March 31, 2019, we had $12.0 million of cash available and $84.0 million of borrowings outstanding under our Syndicated Facility Agreement. To date, we have used cash flow from operations and borrowings under our Syndicated Facility Agreement to fund our activities and to pay dividends. We expect to fund future dividend payments from available cash on hand or borrowings. See Item 2. "Financial Information—Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information regarding working capital.

Employees

        We had approximately 1,700 employees as of March 31, 2019. In addition, as of March 31, 2019, there were approximately 1,200 contractors supplementing the permanent workforce, primarily at Curragh.

        As of March 31, 2019, approximately 12% of our total employees, all at our Australian Operations, were covered by a single, federally-certified collective enterprise agreement, or the EA, for mining and maintenance employees. The EA links us; the Automotive, Food, Metals, Engineering, Printing and Kindred Industries Union; the Construction, Forestry, Maritime, Mining and Energy Union; the Communications, Electrical, Electronic, Energy, Information, Postal, Plumbing and Allied Services Union of Australia; and our employees performing mining and operational functions. In May 2019, the Australian Fair Work Commission approved the Curragh Mine Enterprise Agreement 2019. This EA has a nominal expiration date of May 26, 2022 and will remain in place until replaced or terminated by the Fair Work Commission. Our U.S. Operations employ a 100% non-union labor force.

Regulatory Matters—Australia

        Our Australian Operations are regulated by the laws and regulations of the Commonwealth of Australia, or Cth, the State of Queensland, or Qld, and local jurisdictions. Most environmental laws are promulgated at the state level, but the Australian federal government has a role in approval of actions which have national environmental significance. In Queensland, the environmental laws relevant to coal mining include development legislation, pollution, waste, ecosystem protection, land contamination and rehabilitation legislation. In addition, the Australian federal government regulates foreign investment and export approvals.

Tenements

        We control the coal mining rights at Curragh under 14 coal and infrastructure mining leases, or MLs, and three mineral development licenses, or MDLs, granted pursuant to the Mineral Resources Act 1989 (Qld). We refer to the MLs and MDLs at Curragh, collectively, as the Tenements. Renewal of certain Tenements will be required during the mine life of Curragh and the Queensland government can vary the terms and conditions on renewal. There are a number of existing mining and petroleum tenements which overlap with the Tenements. The priority, consent and coordination requirements under the Mineral Resources Act 1989 (Qld), the Petroleum and Gas (Production and Safety) Act 2004 (Qld) and Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) (as relevant) may apply

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with respect to those overlaps. Extensive statutory protocols govern the relationships between co-existing mining and exploration rights and these protocols are largely focused on encouraging the overlapping tenement holders to negotiate and formulate arrangements that enable the co-existence of their respective interests. See Item 3. "Properties" for more information regarding the Tenements.

Mineral Resources Act 1989 (Qld)

        The Mineral Resources Act 1989 (Qld) and the Mineral and Energy Resources (Common Provisions) Act 2014 (Qld), together, provide for the assessment, development and utilization of mineral resources in Queensland to the maximum extent practicable, consistent with sound economic and land use management. The Mineral Resources Act 1989 (Qld) vests ownership of minerals, with limited exceptions, in the Crown (i.e., the state government). A royalty is payable to the Crown for the right to extract minerals. The Mineral Resources Act 1989 (Qld) creates different tenures for different mining activities, such as prospecting, exploring and mining. A ML is the most important tenure, as it permits the extraction of minerals in conjunction with other required authorities. The Mineral Resources Act 1989 (Qld) imposes general conditions on a ML.

        A person who is the holder of a ML must keep the records necessary to enable the royalty payable by the person to be ascertained. The royalty payable on the value of coal sold, disposed of or used (post October 1, 2012) is as set out below:

    if the average price per Mt is A$100 or less: 7%;

    if the average price per Mt is more than A$100 but less than or equal to A$150: 7% on the first A$100 and 12.5% on the balance of the average price per Mt; and

    if the average price per Mt is A$150 or more: 7% on the first A$100, 12.5% on the next A$50 and 15% on the balance of the price per Mt.

        The royalty payable for coal sold, disposed of or used in a return period is then calculated by multiplying the royalty rate by the value of the coal. Queensland Office of State Revenue Royalty Ruling MRA001.1 contains details on the costs that can (and cannot) be deducted when calculating the applicable royalty and the method for determining the value of the coal. Where there is a change in legislation or case law that affects the content of a royalty ruling, the change in the law overrides the royalty ruling—i.e., the Commissioner will determine the royalty liability in accordance with the changed law. See Item 3. "Properties" for a discussion of the royalties currently applicable to Curragh.

Environmental Protection Act 1994 (Qld)

        The primary legislation regulating environmental management of mining activities in Queensland is the Environmental Protection Act 1994 (Qld). Its object is to protect Queensland's environment while allowing for development that improves the total quality of life, both now and in the future, in a way that maintains ecologically sustainable development. Under the Environmental Protection Act 1994 (Qld), it is an offense to carry out a mining activity unless the person holds or is acting under an environmental authority for the activity. The environmental authority imposes conditions on a project. It is an offense to contravene a condition of an environmental authority. In addition to the requirements found in the conditions of an environmental authority, the holder must also meet its general environmental duty and duty to notify of environmental harm and otherwise comply with the provisions of the Environmental Protection Act 1994 (Qld) and the regulations promulgated thereunder. For example, the following are offenses under the Environmental Protection Act 1994 (Qld):

    causing serious or material environmental harm;

    causing environmental nuisance;

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    depositing proscribed water contaminants in waters and related matters; and

    placing contaminants where environmental harm or nuisance may be caused.

        The environmental authority holder must also be a registered suitable operator under the Environmental Protection Act 1994 (Qld). We are a registered suitable operator.

        We hold environmental authority EPML00643713, which authorizes the mining of black coal, mineral processing, chemical storage, waste disposal and sewage treatment over the 14 MLs at Curragh on certain conditions. Those conditions include requirements in relation to air and water quality, regulated structures (e.g., dams), noise and vibration, waste, land use, rehabilitation and watercourse diversion.

        We also hold a range of subsidiary environmental approvals for our Australian Operations.

        Queensland environmental legislation is currently subject to legislative reform and change—in particular, with respect to security for environmental performance, rehabilitation and closure. The Environmental Protection (Chain of Responsibility) Amendment Act 2016 (Qld), which became effective on April 27, 2016, gives the Queensland Department of Environment and Science, or the DES, the power to compel related bodies corporate, executive officers, financiers and shareholders and a select category of "related persons," to satisfy the environmental obligations of holders of an environmental authority in Queensland. Additionally, the Mineral and Energy Resources (Financial Provisioning) Act 2018 (Qld), or the Financial Provisioning Act, which was enacted on November 15, 2018, became effective on April 1, 2019. The purpose of the Financial Provisioning Act is to amend the existing financial assurance provisions of the Environmental Protection Act 1994 (Qld) by creating a financial provisioning fund, or the Scheme Fund, from which the DES will source funds to rehabilitate and remediate land subject to mining.

        Under the Financial Provisioning Act, all mine operators will be required to make a submission to the DES in respect of an estimated rehabilitation cost, or ERC, for the mine site. The ERC must be determined using the DES-approved ERC calculator. ERCs could be about 10% higher than current financial assurances, as the DES's new calculator could incorporate a 10% project management cost. Using this information, the DES will set the ERC for the mine. The DES will provide the ERC to the manager of the new financial provisioning scheme, or the Scheme Manager. The Scheme Manager will undertake a risk assessment of the mine, which will be based upon independent advice from a scheme risk advisor. It will include detail on the mine operator's financial soundness and credit rating, characteristics of the mining operation (e.g., life of mine, or LOM, and off-take agreements), rehabilitation history, environmental compliance history and the submission made by the company. Risk categories will include high, moderate, low and very low. If the ERC and risk categories are set at moderate, low or very low for a mine, then there will be a need to pay an annual contribution based on a small percentage of the ERC to the Scheme Fund. If the category is high, then the operation will provide a surety for the whole ERC and possibly a contribution to the Scheme Fund. The risk assessment of the mine and, therefore, the amount of the contribution to the fund will be assessed and paid annually in perpetuity, or until a clearance certificate is obtained. The transitional arrangements provide that a mine's existing financial assurance will be deemed to be the ERC. Within three years from the commencement of the scheme, the Scheme Manager will be required to make an initial risk category allocation decision to determine whether the mine will continue to give surety or pay a contribution to the Scheme Fund.

        The Financial Provisioning Act also introduces a new requirement for a Progressive Rehabilitation and Closure Plan, or a PRC plan, with respect to mined land. This requirement will be integrated into the existing environmental authority processes for new mines, minimizing the regulatory burden on government and industry. All mining projects carried out under a ML that make a site-specific environmental authority application will be required to provide a PRC plan. If approved by the

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administering authority, a stand-alone PRC plan schedule will be given to the applicant together with the environmental authority. The PRC plan schedule will contain milestones with completion dates for achieving progressive rehabilitation of the mine site. The Financial Provisioning Act provides transitional arrangements for the application of the PRC plan requirement to existing mines. The effective date of the PRC plan requirement has not yet been prescribed by regulation, but it is likely to be in the latter half of 2019.

Aboriginal Cultural Heritage Act 2003 (Qld)

        The Aboriginal Cultural Heritage Act 2003 (Qld) imposes a duty of care on all persons to take all reasonable and practicable measures to ensure that any activity conducted does not harm Aboriginal cultural heritage. Its object is to provide effective recognition, protection and conservation of Aboriginal cultural heritage.

        We have obligations relating to Aboriginal cultural heritage with respect to a number of cultural heritage objects and areas located within the area of the Tenements. We work closely with the Aboriginal people to manage the cultural heritage objects, areas or evidence of archaeological significance, within our mining operations. We are party to a Cultural Heritage Management Plan (and associated Cultural Services Agreement) with the Gaangalu Nation People that applies to all of the Tenements. The plan establishes a coordinating committee and sets out the steps to be followed to manage activities that may impact Aboriginal cultural heritage.

Native Title Act 1993 (Cth)

        The Native Title Act 1993 (Cth), or NTA, sets out procedures under which native title claims may be lodged and determined and compensation claimed for the extinguishment or impairment of the native title rights or interests of Aboriginal peoples. Its object is to provide for the recognition and protection of native title, to establish ways in which future dealings affecting native title may proceed and to set standards for those dealings, to establish a mechanism for determining claims to native title and to provide for, or permit, the validation of past acts, and intermediate period acts, invalidated because of the existence of native title.

        With respect to MLs and MDLs granted under the Mineral Resources Act 1989 (Qld) on state land where native title has not been extinguished, a principle known as the non-extinguishment principle governs. Broadly, under this principle, native title rights are suspended while the mining tenure, as renewed from time to time, is in force. The grant (or renewal) of a mining tenure in respect of land where native title may exist must comply with the NTA to ensure the validity of the tenure. Registered native title claimants have certain notification, consultation and negotiation rights relating to mining tenures. Where native title is extinguished (i.e., freehold land), the NTA does not apply.

Regional Planning Interests

        In June 2014, the Strategic Cropping Land Act 2011 (Qld) was repealed by the Regional Planning Interests Act 2014 (Qld), or the RPI Act. The RPI Act manages the impact of resource activities and other regulated activities in areas of the state that contribute, or are likely to contribute, to Queensland's economic, social and environmental prosperity (e.g., competing land use activities on prime farming land). The RPI Act identifies areas of Queensland that are of regional interest, including strategic cropping areas and strategic environmental areas. Under the RPI Act, conducting a resource activity in an area of regional interest requires a regional interest development approval, unless operating under an exemption. Importantly, pre-existing mining activities being undertaken at the date of the introduction of the legislation are exempt.

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        We applied for and were granted a regional interest development approval for the "Curragh Extension Project" (for MDL 162), which is subject to regional interest conditions, such as mitigation. Certain protection conditions were also imposed on us with respect to our application for ML 80171 (which has since been granted). These include an obligation to provide mitigation in the event that strategic cropping land is impacted by future operations.

Environmental Protection and Biodiversity Conservation Act 1999 (Cth)

        The Environment Protection and Biodiversity Conservation Act 1999 (Cth), or the EPBC Act, provides a federal framework to protect and manage matters of national environmental significance, such as listed threatened species and ecological communities and water resources. In addition, the EPBC Act confers jurisdiction over actions that have a significant impact on the environment where the actions affect, or are taken on, Commonwealth land, or are carried out by a Commonwealth agency.

        Under the EPBC Act, "controlled actions" that have or are likely to have a significant impact on a matter of national environmental significance are subject to a rigorous assessment and approval process. A person must not take a "controlled action" unless approval is granted under the EPBC Act. Any person proposing to carry out an "action" that may be a "controlled action" must refer the matter to the Commonwealth Minister for a determination as to whether the proposed action is a controlled action.

        On November 2, 2016, the Commonwealth Minister for the Department of the Environment and Energy administering the EPBC Act approved the extension of the existing Curragh mining area to include mining four additional Tenements—ML 700006, ML 700007, ML 700008 and ML 700009 (EPBC Act referral 2015/7508)—as a "controlled action," on certain conditions. The conditions include requirements in relation to air quality, noise and vibration, land use, watercourse diversions, offsets and water quality.

Mine Health and Safety

        The primary health and safety legislation that applies to Curragh are the Coal Mining Safety and Health Act 1999 (Qld) and the Coal Mining Safety and Health Regulation 2001 (Qld), which we refer to, together, as the Coal Mining Safety Legislation.

        Additional legislative requirements apply to operations that are carried on off-site or which are not principally related to coal mining (e.g., transport, rail operations, etc.). The Coal Mining Safety Legislation imposes safety and health obligations on persons who operate coal mines or who may affect the safety or health of others at coal mines. Under the Coal Mining Safety Legislation, the operator of a coal mine must, among other things:

    ensure that the risk to coal mine workers while at the operator's mine is at an acceptable level;

    audit and review the effectiveness and implementation of the safety and health management system to ensure the risk to persons is at an acceptable level;

    provide adequate resources to ensure the effectiveness and implementation of the safety and health management system;

    ensure the operator's own safety and health and the safety and health of others is not affected by the way the operator conducts coal mining operations;

    not carry out an activity at the coal mine that creates a risk to a person on an adjacent or overlapping petroleum authority if the risk is higher than an acceptable level of risk;

    appoint a site senior executive for the mine;

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    ensure the site senior executive develops and implements a safety and health management system for all people at the mine;

    ensure the site senior executive develops, implements and maintains a management structure for the mine that helps ensure the safety and health of persons at the mine; and

    not operate the coal mine without a safety and health management system for the mine.

        We recognize that health and safety are imperative to the ongoing success of our Australian Operations. As the operator at Curragh, we have in place a comprehensive safety and health management system, which includes an emergency response team, to address these legislative requirements. Following recent amendments to the Coal Mining Safety Legislation to address new cases of or coal workers' pneumoconiosis, or black lung disease, in Queensland, we have also established an occupational hygiene baseline for dust exposure at Curragh.

Water Act 2000 (Qld)

        In Queensland, all entitlements to the use, control and flow of water are vested in the state and regulated by the Water Act 2000 (Qld). Allocations under the Water Act 2000 (Qld) can be managed by a water supply scheme operator, such as SunWater Ltd., which is a Government-owned corporation regulated by the Queensland Competition Authority. We have purchased the required water allocations for Curragh and entered into a suite of related channel and pipeline infrastructure agreements and river supply agreements with SunWater Ltd. to regulate the supply of water pursuant to these allocations. See Item 1A. "Risk Factors—In times of drought and/or shortage of available water, our operations and production, particularly at Curragh, could be negatively impacted if the regulators impose restrictions on our water offtake licenses that are required for water used in the CPPs."

National Greenhouse and Energy Reporting Act 2007 (Cth).

        The National Greenhouse and Energy Reporting Act 2007 (Cth) imposes requirements for both foreign and local corporations whose carbon dioxide production, greenhouse gas, or GHG, emissions and/or energy consumption meets a certain threshold to register and report GHG emissions and abatement actions, as well as energy production and consumption as part of a single, national reporting system. The Clean Energy Regulator administers the National Greenhouse and Energy Reporting Act 2007 (Cth), and the Department of Environment and Energy is responsible for related policy developments and review.

        On July 1, 2016, amendments to the National Greenhouse and Energy Reporting Act 2007 (Cth) implemented the Emissions Reduction Fund Safeguard Mechanism. From that date, large designated facilities such as coal mines are assigned a baseline for their covered emissions and must take steps to keep their emissions at or below the baseline or face penalties.

Mining Rehabilitation (Reclamation)

        Mine closure and rehabilitation risks and costs are regulated by Queensland state legislation. One of the conditions of the Curragh environmental authority is the provision by us of financial assurance in the form of bank guarantees of A$279.7 million as of December 31, 2018 and was revised to A$202.6 million as of March 1, 2019 for the period through December 31, 2020. The purpose of this assurance is to provide security for compliance with the environmental authority generally and for the costs and expenses associated with preventing or minimizing environmental harm from rehabilitating or restoring the environment after mining operations are completed. Self-bonding is not permitted. The financial assurance is calculated in accordance with current regulatory requirements.

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        The method of calculating the security for operational compliance and closure and rehabilitation costs for resource projects in Queensland is changing. See "—Environmental Protection Act 1994 (Qld)" above.

        The new financial assurance will be able to be funded using a combination of cash deposits, bank guarantees and insurance bonds. As the financial assurance amount is varied (for example by progressive rehabilitation of disturbed land) we will be entitled to request that existing financial assurances be released and replaced with different forms.

        The proposed financial assurance framework has been coupled with the release of a 'mined land rehabilitation policy' which was developed in response to community concerns about the quantity and quality of mine site rehabilitation undertaken to date. This policy formalizes the Queensland government's commitment to ensuring land disturbed by mining activities is rehabilitated to a safe and stable landform that does not cause environmental harm and is able to sustain an approved post-mining land use.

        Under the Financial Provisioning Act we will need to prepare a PRC plan for Curragh that will include binding, time-based milestones for actions that achieve progressive rehabilitation and will ultimately support the transition to the mine site's future use.

        The specifics of the reforms and the transitional provisions for existing operators have yet to be finalized. Once finalized however they will be delivered through legislative amendments to the Environmental Protection Act 1994 (Qld).

Labor Relations

        Minimum employment entitlements, embodied in the National Employment Standards, apply to all private-sector employees and employers in Australia under the federal Fair Work Act 2009 (Cth). These standards regulate employment conditions and paid leave.

        Unfair dismissal, enterprise bargaining, bullying claims, industrial actions and resolution of workplace disputes are also regulated under state and federal legislation. Some of the workers at Curragh are covered by the EA, which was approved by the Fair Work Commission, Australia's national workplace relations tribunal. See "—Employees" above.

Regulatory Matters—United States

        Federal, state and local authorities regulate the U.S. coal mining industry with respect to matters such as employee health and safety, protection of the environment, permitting and licensing requirements, air quality standards, water pollution, plant and wildlife protection, the reclamation and restoration of mining properties after mining has been completed, the discharge of materials into the environment, surface subsidence from underground mining and the effects of mining on groundwater quality and availability. In addition, the industry is affected by significant requirements mandating certain benefits for current and retired coal miners. Numerous federal, state and local governmental permits and approvals are required for mining operations. Because of extensive and comprehensive regulatory requirements, violations during mining operations occur from time to time in the industry. The summary below is a non-exhaustive summary of material legislation that applies to our U.S. Operations. Although this summary focuses on federal laws, most states (including Virginia, West Virginia and Pennsylvania) have their own regulatory schemes that either mirror federal laws or create additional layers of regulation.

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Clean Air Act of 1970

        The U.S. Clean Air Act of 1970, or the CAA, regulates airborne pollution that may be potentially detrimental to human health, the environment or natural resources. The CAA and comparable state laws that govern air emissions affect U.S. coal mining operations both directly and indirectly.

        Direct impacts on coal mining and processing operations may occur through the CAA permitting requirements and/or emission control requirements relating to particulate matter, or PM, nitrogen dioxide, ozone and sulfur dioxide, or SO2. In recent years, the United States Environmental Protection Agency, or the EPA, has adopted more stringent national ambient air quality standards, or NAAQS, for PM, nitrogen oxide, ozone and SO2. It is possible that these modifications as well as future modifications to NAAQS could directly or indirectly impact our mining operations in a manner that includes, but is not limited to, designating new nonattainment areas or expanding existing nonattainment areas or prompting additional local control measures pursuant to state implementation plans required to address revised NAAQS. The CAA also indirectly, but significantly, affects the U.S. coal industry by extensively regulating the SO2, nitrogen oxides, mercury, PM and other substances emitted by steel manufacturers, coke ovens and coal-fired utilities.

        In particular, in 2009, the EPA adopted revised rules to add more stringent PM emissions limits for coal preparation and processing plants constructed or modified after April 28, 2008. The PM NAAQS was thereafter revised and made more stringent in 2012. The EPA issued final designations for most areas of the country in 2012 and made some revisions in 2015. Individual states must now identify the sources of emissions and develop emission reduction plans. These plans may be state-specific or regional in scope. Under the Clean Air Act, individual states have up to 12 years from the date of designation to secure emissions reductions from sources contributing to the problem.

        In 2015, the EPA issued a final rule setting the ozone NAAQS at 70 parts per billion. On November 17, 2016, the EPA issued a proposed implementation rule on non-attainment area classification and state implementation plans, or SIPs. The EPA published a final rule in November 2017 that issued area designations with respect to ground-level ozone for approximately 35% of the U.S. counties, designating them as either "attainment/unclassifiable" or "unclassifiable." In April 2018 and July 2018, the EPA issued ozone designations for all areas not addressed in the November 2017 rule. States with moderate or high nonattainment areas must submit SIPs by October 2021.

        This final rule was challenged in the United States Court of Appeals for the D.C. Circuit; however, the case was held in abeyance pending the EPA's review of the final rule. On March 1, 2018, the EPA issued a final rule establishing the air quality thresholds that define classifications for areas designated nonattainment for the 2015 NAAQS for ozone and establishing the attainment deadline associated with each classification. In August 2018, EPA announced that it would not revise the 2015 Ozone NAAQS. As a result, the lawsuit was revived and arguments occurred in December 2018. On December 6, 2018, EPA issued a rule finalizing nonattainment area and ozone transport region implementation requirements for the 2015 Ozone NAAQS. More stringent ozone standards require new state implementation plans to be developed and filed with the EPA and may trigger additional control technology for mining equipment or result in additional challenges to permitting and expansion efforts. This could also be the case with respect to the implementation for other NAAQS for nitrogen oxide and SO2.

Clean Water Act of 1972

        The U.S. Clean Water Act of 1972, or the CWA, and corresponding state law governs the discharge of toxic and non-toxic pollutants into the waters of the United States. CWA requirements may directly or indirectly affect U.S. coal mining operations.

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        Water Discharge.    The CWA and corresponding state laws affect coal mining operations by imposing restrictions on discharges of wastewater into waters of the United States through the National Pollutant Discharge Elimination System, or NPDES. These restrictions often require us to pre-treat the wastewater prior to discharging it. NPDES permits require regular monitoring, reporting and compliance with effluent limitations. New requirements under the CWA and corresponding state laws may cause us to incur significant additional costs that could adversely affect our operating results.

        Dredge and Fill Permits.    Many mining activities, such as the development of refuse impoundments, fresh water impoundments, refuse fills, and other similar structures, may result in impacts to waters of the United States, including wetlands, streams and, in certain instances, man-made conveyances that have a hydrologic connection to such streams or wetlands. Under the CWA, coal companies are also required to obtain a Section 404 permit from the U.S. Army Corps of Engineers, or USACE, prior to conducting mining activities, such as the development of refuse and slurry impoundments, fresh water impoundments, refuse fills and other similar structures that may affect waters of the United States, including wetlands, streams and, in certain instances, man-made conveyances that have a hydrologic connection to streams or wetlands. The USACE is authorized to issue general "nationwide" permits for specific categories of activities that are similar in nature and that are determined to have minimal adverse effects on the environment. Permits issued pursuant to Nationwide Permit 21 generally authorize the disposal of dredged and fill material from surface coal mining activities into waters of the United States, subject to certain restrictions. The USACE may also issue individual permits for mining activities that do not qualify for Nationwide Permit 21.

        Clean Water Rule.    Recent regulatory actions and court decisions have created some uncertainty over the scope of CWA jurisdiction. On June 29, 2015, the EPA and the USACE jointly promulgated final rules, collectively known as the Clean Water Rule, or the CWR, redefining the scope of waters protected under the CWA, revising regulations that had been in place for more than 25 years. These rules expanded the scope of CWA jurisdiction, making discharges into more bodies of water subject to the CWA's permitting and other requirements. Following the CWR's promulgation, numerous industry groups, states, and environmental groups challenged the CWR. On October 9, 2015, the U.S. Court of Appeals for the Sixth Circuit stayed the CWR's implementation nationwide, pending further action in court. Further, on February 28, 2017, President Trump signed an executive order directing the relevant executive agencies to review the CWR, and on July 27, 2017, the EPA and the USACE published a proposed rule to rescind the CWR. On January 22, 2018, the Supreme Court reversed the Sixth Circuit's decision, ruling that jurisdiction over challenges to the CWR rests with the federal district courts and not with the appellate courts, which was followed by the dissolution of the stay by the Sixth Circuit, and on February 6, 2018, in response to the January 2018 Supreme Court decision, the agencies published a final rule to postpone the adoption of CWR and maintain the status quo (the pre-2015 rule) through February 6, 2020 pending the agencies' review of the CWR. Multiple states and environmental groups have filed challenges to this delay. However, on August 16, 2018, the federal court in South Carolina enjoined the February 6, 2018 rule, effectively reinstating the CWR in Virginia and Pennsylvania (where we have operations) and in 24 other states. The injunction is being challenged on appeal. However, our West Virginia operations remain unaffected by the CWR, due to separate injunctions issued by federal courts in Georgia and North Dakota applicable to West Virginia and 23 other states. Most recently, on December 28, 2018, the EPA and the USACE published a proposed rule, or the 2018 Proposed Rule, to revise the definition of waters of the United States, which would replace the CWR and shrink the agencies' jurisdiction, particularly as it relates to tributaries and adjacent waters. It is anticipated that the 2018 Proposed Rule, if finalized, will face state and environmental group challenges. It remains unclear when, whether and how the CWR and/or 2018 Proposed Rule will be implemented, and what litigation may result or what impact they may have on our operations.

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Surface Mining Control and Reclamation Act of 1977

        The Surface Mining Control and Reclamation Act of 1977, or the SMCRA, establishes operational, reclamation and closure standards for all aspects of surface mining and many aspects of underground mining in the United States. Unlike the CAA and the CWA, the SMCRA is primarily concerned with the holistic regulation of coal mining as an industry. Its general environmental standards require surface operations to mine in such a way as to "maximize the utilization and conservation" of coal while using the best technology currently available to minimize land disturbance and adverse impacts on wildlife, fish, and environmental values. The SMCRA requires operators to accomplish these goals by restoring the land to its approximate pre-mining condition and contour.

        The SMCRA implements its environmental standards through "cooperative federalism." Under the SMCRA, a state may submit a qualifying surface mining regulatory scheme to the U.S. Office of Surface Mining, or the OSM, and request to exert exclusive jurisdiction over surface mining activities within its territory. If a state does not have a surface mining regulatory scheme that meets or exceeds the surface mining standards under the SMCRA and OSM regulations, or if mining on federal lands is involved, the OSM will impose federal regulations on surface mining in that state. Each of Virginia, West Virginia and Pennsylvania, where our Buchanan, Logan, Greenbrier and Pangburg-Shaner-Fallow Field operations are based, has adopted qualifying surface mining regulatory schemes and has primary jurisdiction over surface mining activities within their respective territories. However, even if a state gains approval for its surface mining regulatory program, the OSM retains significant federal oversight, including the ability to perform inspections of all surface mining sites to ensure state program and mine operator compliance with federal minimum standards. The OSM and its state counterparts also oversee and evaluate standards of:

    performance (both during operations and during reclamation);

    permitting (applications must describe the pre-mining environmental conditions and land use, the intended mining and reclamation standards, and the post-mining use);

    financial assurance (the SMCRA requires that mining companies post a bond sufficient to cover the cost of reclaiming the site, and the bond is not released until mining is complete, the land has been reclaimed and the OSM has approved the release);

    inspection and enforcement (including the issuance of notices of violation and the placement of a mining operation, its owners and controllers on a federal database known as the Applicant Violator System, meaning that such person or entity is blocked from obtaining future mining permits); and

    land restrictions (the SMCRA prohibits surface mining on certain lands and also allows citizens to challenge surface mining operations on the grounds that they will cause a negative environmental impact).

        Regulations under the SMCRA and its state analogues provide that a mining permit or modification can, under certain circumstances, be delayed, refused or revoked if we or any entity that owns or controls us or is under common ownership or control with us have unabated permit violations or have been the subject of permit or reclamation bond revocation or suspension.

        Under SMCRA and its state law counterparts, all coal mining applications must include mandatory "ownership and control" information, which generally includes listing the names of the operator's officers and directors, and its principal stockholders owning 10% or more of its voting shares, among others. Ownership and control reporting requirements are designed to allow regulatory review of any entities or persons deemed to have ownership or control of a coal mine, and bar the granting of a coal mining permit to any such entity or person (including any "owner and controller") who has had a mining permit revoked or suspended, or a bond or similar security forfeited within the five-year period

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preceding a permit application or application for a permit revision. Similarly, regulatory agencies also block the issuance of permits to applicants, their owners or their controlling persons, who have outstanding permit violations that have not been timely abated.

        These regulations define certain relationships, such as owning over 50% of stock in an entity or having the authority to determine the manner in which the entity conducts mining operations, as constituting ownership and control. Certain other relationships are presumed to constitute ownership or control, including among others, the following:

    being an officer or director of an entity;

    being the operator of the coal mining operation;

    having the ability to commit the financial or real property assets or working resources of the permittee or operator; and

    owning of record 10% or more of the mining operator.

        This presumption, in some cases, can be rebutted where the person or entity can demonstrate that it in fact does not or did not have authority directly or indirectly to determine the manner in which the relevant coal mining operation is conducted.

        We must file an ownership and control notice each time an entity obtains a 10% or greater interest in us. If we or entities or persons deemed to have ownership of control of us have unabated violations of SMCRA or its state law counterparts, have a coal mining permit suspended or revoked, or forfeit a reclamation bond, we and our owners and controllers may be prohibited from obtaining new coal mining permits, or amendments to existing permits, until such violations or other matters are corrected. This is known as being "permit-blocked." Additionally, if an owner or controller of us is deemed an owner or controller of other mining companies, we could be permit-blocked based upon the violations of, or permit-blocked status of, an owner or controller of such other mining companies. If our owner or controller were to become permit blocked, this could adversely affect production from our properties.

        In recent years, the permitting required for coal mining has been the subject of increasingly stringent regulatory and administrative requirements and extensive activism and litigation by environmental groups.

        For our U.S. Operations, we meet our reclamation bonding requirements by posting surety bonds and participation in the state of Virginia bond pool. Our total amount of reclamation surety bonds outstanding was approximately $28.6 million as of March 31, 2019. The bond requirements for a mine represent the calculated cost to reclaim the current operations if it ceased to operate in the current period. The cost calculation for each bond must be completed according to the regulatory authority of each state.

        The SMCRA Abandoned Mine Land Fund requires a fee on all coal produced in the United States. The proceeds are used to rehabilitate lands mined and left unreclaimed prior to August 3, 1977 and to pay health care benefit costs of orphan beneficiaries of the Combined Fund created by the Coal Industry Retiree Health Benefit Act of 1992. The fee amount can change periodically based on changes in federal legislation. Pursuant to the Tax Relief and Health Care Act of 2006, from October 1, 2012 through September 30, 2021, the fee is $0.28 and $0.12 per Mt of surface-mined and underground-mined coal, respectively. See Item 3. "Properties" for information regarding reclamation and other taxes applicable to our U.S. mining properties.

        While SMCRA is a comprehensive statute, SMCRA does not supersede the need for compliance with other major environmental statutes, including the Endangered Species Act of 1973, or the ESA, CAA, CWA, the Resource Conservation and Recovery Act of 1976, or the RCRA, and the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA.

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National Environmental Policy Act of 1969

        The National Environmental Policy Act of 1969, or NEPA, applies to mining operations or permitting requirements that require federal approvals and requires a lengthy environmental impact statement. NEPA also defines the processes for evaluating and communicating environmental consequences of federal decisions and actions, such as the permitting of new mine development on federal lands. U.S. coal mining companies must provide information to agencies with respect to proposed actions that will be under the authority of the federal government. The NEPA process involves public participation and can involve lengthy timeframes. The White House Council on Environmental Quality issued an Advance Notice of Proposed Rulemaking in June 2018 seeking comment on a number of ways to streamline and improve the NEPA process. The comment period closed in August 2018. It is unclear how far reaching the changes will be and if they will be able to withstand expected court challenges.

Resource Conservation and Recovery Act of 1976

        The RCRA regulates the treatment, storage and disposal of solid and hazardous wastes. While many mining wastes such as overburden and coal cleaning wastes are exempt from RCRA hazardous waste regulations, certain wastes may be subject to RCRA's requirements. RCRA also governs underground storage tanks containing hazardous substances and petroleum products, which are used in some coal mining operations, although we do not have underground storage tanks associated with our U.S. Operations.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980

        CERCLA authorizes the federal government and private parties to recover costs to address threatened or actual releases of hazardous substances (broadly defined) that may endanger public health or the environment. Strict joint and several and retroactive liability may be imposed on waste generators and facility owners and operators, regardless of fault or the legality of the original disposal activity. We could face liability under CERCLA and similar state laws for properties that (1) we currently own, lease or operate, (2) we, our predecessors, or former subsidiaries have previously owned, leased or operated, (3) sites to which we, our predecessors or former subsidiaries, sent waste materials, and (4) sites at which hazardous substances from our facilities' operations have otherwise come to be located.

Federal Mine Safety and Health Act of 1977

        The Federal Mine Safety and Health Act of 1977, or the Mine Act, which was amended by the Mine Improvement and New Emergency Response Act of 2006, or the MINER Act, governs federal oversight of mine safety and authorizes the U.S. Department of Labor's Mine Safety and Health Administration, or MSHA, to regulate and enforce the same. The comprehensive scope of the Mine Act mandates four annual inspections of underground coal mines, two annual inspections of all surface coal mines, miner training, mine rescue teams for all underground mines, and involvement of miners and their representatives in health and safety activities. The MINER Act requires mine-specific emergency response plans in underground coal mines, implemented new regulations regarding mine rescue teams and sealing of abandoned areas, requires prompt notification of mine accidents, and enhanced civil penalties for violations. Since passage of the MINER Act enforcement scrutiny has increased, including more inspection hours at mine sites, increased numbers of inspections and increased issuance of the number and severity of enforcement actions and related penalties. Various states also have enacted their own new laws and regulations addressing many of these same subjects. MSHA continues to interpret and implement various provisions of the MINER Act, along with introducing new proposed regulations and standards. For example, the second phase of MSHA's respirable coal mine dust rule went into effect in February 2016 and requires increased sampling

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frequency and the use of continuous personal dust monitors. In August 2016, the third and final phase of the rule became effective, reducing the overall respirable dust standard in coal mines from 2.0 to 1.5 milligrams per cubic meter of air.

Black Lung (Coal Worker's Pneumoconiosis)

        The Mine Act amended the Federal Coal Mine Health and Safety Act of 1969, which is the legislation that mandates compensation for miners who were totally and permanently disabled by the progressive respiratory disease caused by coal workers' pneumoconiosis, or black lung. Under current federal law, a U.S. coal mine operator must pay federal black lung benefits and medical expenses to claimants who are current employees, and to claimants who are former employees who last worked for the operator after July 1, 1973, and whose claims for benefits are allowed. Coal mine operators must also make payments to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to July 1, 1973. The trust fund is funded by an excise tax on sales of U.S. production, excluding export sales, of up to $1.10 per Mt for deep-mined coal and up to $0.55 per Mt for surface-mined coal, each limited to 4.4% of the gross sales price. Starting in 2019, under current law, these tax rates are scheduled to be $0.55 per Mt of underground-mined coal or $0.28 per Mt of surface-mined coal, limited to 2% of the sales price. Our total contributions to this trust fund in 2018 were $2.8 million. Historically, very few of the miners who sought federal black lung benefits were awarded these benefits; however, the approval rate has increased following implementation of black lung provisions contained in the Patient Protection and Affordable Care Act of 2010, or the Affordable Care Act. The Affordable Care Act introduced significant changes to the federal black lung program, including an automatic survivor benefit paid upon the death of a miner with an awarded black lung claim, and established a rebuttable presumption with regard to pneumoconiosis among miners with 15 or more years of coal mine employment that are totally disabled by a respiratory condition. These changes could have a material impact on our costs expended in association with the federal black lung program. In addition to possibly incurring liability under federal statutes, we may also be liable under state laws for black lung claims. See Note 18 to the accompanying audited consolidated financial statements for further information of applicable insurance coverage.

National Labor Relations Act of 1935

        The National Labor Relations Act of 1935, or the NLRA, governs collective bargaining and private sector labor and management practices. While we do not have a unionized workforce in the United States, to the extent that miners want to seek representation or engage in other protected concerted activities, both us and our employees must follow the rules set out in the NLRA and the rules promulgated by the National Labor Relations Board.

Patient Protection and Affordable Care Act of 2010

        In March 2010, the Affordable Care Act was enacted, impacting the coal mining industry's costs of providing healthcare benefits to its eligible active employees, with both short-term and long-term implications. In the short term, healthcare costs could increase due to, among other things, an increase in the maximum age for covered dependents to receive benefits, changes to benefits for occupational disease-related illnesses, the elimination of lifetime dollar limits per covered individual and restrictions on annual dollar limits per covered individual. In the long term, the industry's healthcare costs could increase for these same reasons, as well as due to an excise tax on "high-cost" plans, among other things. However, implementation of this excise tax, which would impose a 40% excise tax on employers to the extent that the value of their healthcare plan coverage exceeds certain dollar thresholds, has been delayed until 2022. It is anticipated that certain governmental agencies will provide additional regulations or interpretations concerning the application of this excise tax.

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Safe Drinking Water Act of 1974

        The Safe Drinking Water Act of 1974, or SDWA, is the federal law that protects public drinking water supplies throughout the United States. Under the SDWA, the EPA sets standards for drinking water quality and implements technical and financial programs to ensure drinking water safety. The SDWA can impact coal mining operations in the United States to the extent that the operations could impact drinking water supplies.

Solid Waste Disposal Act of 1965

        The Solid Waste Disposal Act of 1965, or SWDA, was the first federal act to target waste disposal technology. The SWDA governs disposal of both municipal and industrial waste, promotes advancement of waste management technology and sets waste management standards.

National Historic Preservation Act of 1966

        The National Historic Preservation Act of 1966, or NHPA, governs the preservation of historical properties throughout the United States. The NHPA could create an additional level of scrutiny on a coal mining operation, particularly during the permitting process, to the extent that a mining operation could come within the scope of a historical site. The SMCRA also provides protection for historic resources that would be adversely affected by mining operations by requiring the OSM to comply with the NHPA.

Endangered Species Act of 1973

        The ESA governs the protection of endangered species in the United States and requires the U.S. Fish and Wildlife Service to formally review any federally authorized, funded or administered action that could negatively affect endangered or threatened species. The Fish and Wildlife Service studies projects for possible effects to endangered species and then can recommend alternatives or mitigation measures. The OSM and state regulators require mining companies to hire a government-approved contractor to conduct surveys for potential endangered species, and the surveys require approval from state and federal biologists who provide guidance on how to minimize mines' potential effects on endangered species. Certain endangered species are more typically at issue under the ESA with respect to mining, including the long-eared bat and Guyandotte crayfish, which are found in the CAPP region, including parts of Virginia and West Virginia. Mitigation methods can cause increased costs to coal mining operators. Changes in listings or requirements under these regulations could have a material adverse effect on our costs or our ability to mine some of our properties in accordance with our current mining plans. The U.S. Department of the Interior issued three proposed rules in July 2018 aiming to streamline and update the ESA.

Migratory Bird Treaty Act of 1918

        The Migratory Bird Treaty Act of 1918 makes it unlawful without a waiver to pursue, hunt, take, capture, kill or sell migratory birds. Since coal mining is seen as an industry that can threaten bird populations, coal operators are required to ensure that their operations do not negatively impact migratory birds, or to take mitigation measures.

Regulation of Explosives

        Our surface mining operations are subject to numerous regulations relating to blasting activities. Pursuant to these regulations, we incur costs to design and implement blast schedules and to conduct pre-blast surveys and blast monitoring. Specifically, The Bureau of Alcohol, Tobacco and Firearms and Explosives, or ATF, regulates the sale, possession, storage and transportation of explosives in interstate commerce. In addition to ATF regulation, the U.S. Department of Homeland Security is evaluating a

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proposed ammonium nitrate security program rule. The OSM has also proposed a rulemaking addressing nitrogen oxide clouds from blasting.

Global Climate

        The physical and non-physical impacts of climate change may affect our assets, productivity or the markets in which coal is sold. Global climate issues continue to attract considerable public and scientific attention. There is widespread concern about the human contribution to such climate changes, including through the emission of GHGs. Emissions from coal consumption (both the use of thermal coal in power generation and through the end use of coal by customers in coke plants and in the steelmaking process), emissions from coal production and transportation (predominantly from the combustion of fuel) and emissions from coal mining itself (which can release methane directly into the atmosphere) are subject to pending and proposed regulation as part of initiatives to address global climate change. A number of national governments have already introduced, or are contemplating the introduction of, regulatory responses to GHG emissions, including from the extraction and combustion of fossil fuels, to address the impacts of climate change. This includes Australia and the United States, as well as customer markets such as China, India and Europe.

        The Kyoto Protocol, adopted in December 1997 by the signatories to the 1992 United Nations Framework Convention on Climate Change, or UNFCCC, established a binding set of GHG emission targets for developed nations. The United States signed, but did not ratify, the Kyoto Protocol. Australia ratified the Kyoto Protocol in December 2007 and became a full member in March 2008. There were discussions to develop a treaty to replace the Kyoto Protocol after the expiration of its commitment period in 2012, including at the UNFCCC conferences in Cancun (2010), Durban (2011), Doha (2012) and Paris (2015). At the Durban conference, an ad hoc working group was established to develop a protocol, another legal instrument or an agreed outcome with legal force under the UNFCCC, applicable to all parties. At the Doha meeting, an amendment to the Kyoto Protocol was adopted, which included new commitments for certain parties in a second commitment period, from 2013 to 2020. In December 2012, Australia signed on to the second commitment period. During the UNFCCC conference in Paris, France, in late 2015, an agreement, or the Paris Agreement, was adopted calling for voluntary emissions reductions contributions after the second commitment period ends in 2020. The Paris Agreement was entered into force on November 4, 2016 after ratification and execution by more than 55 countries, including Australia, that account for at least 55% of global GHG emissions. On June 1, 2017, the Trump Administration announced that the United States will withdraw from the Paris Agreement. Nevertheless, numerous U.S. governors, mayors and businesses have pledged their commitments to the goals of the Paris Agreement. These commitments could further reduce demand and prices for our coal.

        In the United States, Congress has considered legislation addressing global climate issues and GHG emissions, but to date nothing has been enacted. While it is possible that the United States Congress will adopt legislation in the future, the timing and specific requirements of any such legislation are uncertain. In the absence of new U.S. federal legislation, the EPA has undertaken steps to regulate GHG emissions pursuant to the CAA. In response to the 2007 U.S. Supreme Court ruling in Massachusetts v. EPA, the EPA commenced several rulemaking projects. In particular, in August 2015, the EPA issued final rules regulating carbon dioxide emissions from new fossil fuel-fired electricity utility generating units (also known as the Power Plant NSPS) and from existing fossil fuel-fired electricity generating units (also known as the Clean Power Plan). The Clean Power Plan set emission performance rates for existing plants to be phased in over the period from 2022 through 2030, and the Power Plant NSPS set standards applying to new, modified and reconstructed sources beginning in 2015. However, in response to legal challenges, on February 9, 2016, the U.S. Supreme Court granted a stay of the implementation of the Clean Power Plan pending the resolution of various

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legal challenges. The Supreme Court's stay applies only to the Clean Power Plan and does not affect the Power Plant NSPS.

        Subsequently, President Trump issued a March 2017 Executive Order that directed the EPA to review the Power Plant NSPS and the Clean Power Plan and, if appropriate, take steps to suspend, revise or rescind the rules through. On April 4, 2017, the EPA announced in the Federal Register that it is initiating its review of the Power Plant NSPS and Clean Power Plan. On April 28, 2017, the United States Court of Appeals for the D.C. Circuit paused legal challenges to both the Clean Power Plan and the Power Plant NSPS for 60 days to allow parties in each of those cases to brief the court on whether the case should be remanded to the agency or kept on hold, and in a series of orders since, has continued to hold the cases in abeyance while EPA rulemaking regarding the Clean Power Plan continues. On August 31, 2018, the EPA published the Affordable Clean Energy Rule, a proposed replacement of the Clean Power Plan. In contrast to the Clean Power Plan, which called for the shifting of electricity generation away from coal-fired sources towards natural gas and renewables, the Affordable Clean Energy Rule would focus on reducing GHG emissions from existing coal-fired plants by requiring states to mandate the implementation of a range of technologies at power plants designed to improve their heat rate (i.e., decrease the amount of fuel necessary to generate the same amount of electricity). On December 6, 2018, the EPA proposed to revise the Power Plant NSPS to replace carbon capture, utilization and storage, or CCUS, with the most efficient demonstrated steam cycle in combination with best operating practices as the best system of emissions reduction for newly-constructed coal-fired units. The outcome of these rulemakings is uncertain and likely to be subject to extensive notice and comment and litigation. More stringent standards for carbon dioxide emissions as a result of these rulemakings could further reduce demand for coal, and our business would be adversely affected.

        In the United States, many states and several regions have enacted legislation establishing GHG emissions reduction goals or requirements. In addition, many states have enacted legislation or have in effect regulations requiring electricity suppliers to use renewable energy sources to generate a certain percentage of power or that provide financial incentives to electricity suppliers for using renewable energy sources. Some states have initiated public utility proceedings that may establish values for carbon emissions.

        Enactment of laws or passage of regulations regarding emissions from the use of coal by the United States, some of its states and regions or Australia or other countries, or other actions to limit such emissions, could result in electricity generators switching from thermal coal to other fuel sources or reducing demand from customers for metallurgical coal for use in coke plants and in the steelmaking process. Further, policies limiting available financing for the development of new coal-fueled power stations or promoting alternative energy options could adversely impact the global demand for thermal coal in the future. The potential financial impact on us of future laws, technology, regulations or other policies will depend upon the degree to which any such laws or regulations force electricity generators, coke plants and steel production to diminish their reliance on coal. That, in turn, will depend on a number of factors, including the specific requirements imposed by any such laws, regulations or other policies, the time periods over which those laws, regulations or other policies would be phased in, the state of development and deployment of CCUS technologies as well as acceptance of CCUS technologies to meet regulations and the alternative uses for coal. Similarly, higher-efficiency coal-fired power plants may also be an option for meeting laws or regulations related to emissions from coal use. Several countries, including some major thermal coal users such as China, India and Japan, included using higher-efficiency coal-fueled power plants in their plans under the Paris Agreement. From time to time, we attempt to analyze the potential impact on the Company of as-yet-unadopted, potential laws, regulations and policies. Such analyses require that we make significant assumptions as to the specific provisions of such potential laws, regulations and policies. These analyses sometimes show that certain potential laws, regulations and policies, if implemented in

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the manner assumed by the analyses, could result in material adverse impacts on our operations, financial condition or cash flow, in view of the significant uncertainty surrounding each of these potential laws, regulations and policies.

Corporate Information

        Our principal executive offices are located at 100 Bill Baker Way, Beckley, West Virginia 25801. Our telephone number is +1 (681) 207-7263. Our website address is www.coronadoglobal.com.au. We have included our website address in this registration statement as an inactive textual reference only. The information on, or that can be accessed through, our website is not part of this registration statement and should not be considered a part of this registration statement.

ITEM 1A.    RISK FACTORS.

        An investment in our securities is speculative and involves a number of risks. We believe the risks described below are the material risks that we face. However, the risks described below may not be the only risks that we face. Additional unknown risks or risks that we currently consider immaterial, may also impair our business operations. You should carefully consider the specific risk factors discussed below, together with the information contained in this registration statement, including Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes. If any of the events or circumstances described below actually occurs, our business, financial condition or results of operations could suffer, and the trading price of our securities could decline significantly.

Risks Associated with Our Operations

Our profitability depends upon the prices we receive for our coal. Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control.

        We generate revenue from the sale of coal and our financial results are significantly affected by the prices we receive for our coal. Prices and quantities under metallurgical coal sales contracts in North America are generally based on expectations of the next year's coal prices at the time the contract is entered into, renewed, extended or re-opened. Pricing in the global seaborne market is typically negotiated quarterly; however, increasingly the market is moving towards shorter-term pricing models.

        Sales by our U.S. Operations to export markets are typically priced with reference to a benchmark index. Sales by our Australian Operations have typically been contracted on an annual basis and are priced quarterly with reference to benchmark indices or bilaterally negotiated term prices and spot indices. As a result, a significant portion of our revenue is exposed to movements in coal prices and any weakening in metallurgical or thermal coal prices would have an adverse impact on our financial condition and results of operations.

        The expectation of future prices for coal depends upon many factors beyond our control, including the following:

    the market price for coal;

    overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal, coke and steel;

    the consumption pattern of industrial consumers, electricity generators and residential users;

    weather conditions in our markets that affect the ability to produce metallurgical coal or affect the demand for thermal coal;

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    competition from other coal suppliers;

    technological advances affecting the steel production process and/or energy consumption;

    the costs, availability and capacity of transportation infrastructure; and

    the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry.

        Metallurgical coal has been a volatile commodity over the past ten years. The metallurgical coal industry also faces concerns with oversupply from time to time. There are no assurances that supplies will remain low, that demand will not decrease or that overcapacity will not resume, which could cause declines in the prices of and demand for coal, which could have a material adverse effect on our financial condition and results of operations.

        In addition, coal prices are highly dependent on the outlook for coal consumption in large Asian economies, such as China, India, South Korea and Japan, as well as any changes in government policy regarding coal or energy in those countries. Seaborne metallurgical coal import demand can also be significantly impacted by the availability of indigenous coal production, particularly in the leading metallurgical coal import countries of China, India and Brazil, among others, and the competitiveness of seaborne metallurgical coal supply, including from the leading metallurgical coal exporting countries of Australia, the United States, Russia, Canada and Mongolia, among others.

We face significant competition, which could adversely affect profitability.

        Competition in the coal industry is based on many factors, including, among others, world supply, price, production capacity, coal quality and characteristics, transportation capability and costs, blending capability, brand name and diversified operations. We are subject to competition from metallurgical coal producers from Australia, the United States, Canada, Russia, Mongolia and other metallurgical coal producing countries. Should those competitors obtain a competitive advantage in comparison to us (whether by way of an increase in production capacity, higher realized prices, lower operating costs, or otherwise), such competitive advantage may have an adverse impact on our ability to sell, or the prices at which we are able to sell coal products. In addition, some of our competitors may have more production capacity as well as greater financial, marketing, distribution and other resources than we do.

        The consolidation of the global metallurgical coal industry over the last several years has contributed to increased competition, and our competitive position may be adversely impacted by further consolidation among market participants or by further competitors entering into and exiting bankruptcy proceedings under a lower cost structure. Similarly, potential changes to international trade agreements, trade concessions or other political and economic arrangements may benefit coal producers operating in countries other than the United States and Australia. Other coal producers may also develop or acquire new projects to increase their coal production, which may adversely impact our competitiveness. Some of our global competitors have significantly greater financial resources, such that increases in their coal production may affect domestic and foreign metallurgical coal supply into the seaborne market and associated prices and impact our ability to retain or attract metallurgical coal customers. In addition, our ability to ship our metallurgical coal to non-U.S. and non-Australian customers depends on port and transportation capacity. Increased competition within the metallurgical coal industry for international sales could result in us not being able to obtain throughput capacity at port facilities, as well as transport capacity, could cause the rates for such services to increase to a point where it is not economically feasible to export our metallurgical coal.

        Increased competition or a failure to compete effectively in the markets in which we participate may result in losses of market share and could adversely affect our financial condition and results of operations.

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Risks inherent to mining could impact the amount of coal produced, cause delay or suspend coal deliveries, or increase the cost of operating our business.

        Our mining operations, including exploration, development, preparation, product handling and accessing transport infrastructure, may be affected by various operational difficulties that could impact the amount of coal produced at our coal mines, cause delay or suspend coal deliveries, or increase the cost of mining for a varying length of time. Our financial performance is dependent on our ability to sustain or increase coal production and maintain or increase operating margins. Our coal production and production costs are, in many respects, subject to conditions and events beyond our control, which could disrupt our operations and have a significant impact on our financial results. Adverse operating conditions and events that we may have experienced in the past or may experience in the future include:

    a failure to achieve the metallurgical qualities predicted from exploration;

    variations in mining and geological conditions from those predicted, such as variations in coal seam thickness and quality, and geotechnical conclusions;

    operational and technical difficulties encountered in mining, including equipment failure, delays in moving longwall equipment, drag-lines and other equipment and maintenance or technical issues;

    adverse weather conditions or natural or man-made disasters, including hurricanes, cyclones, tornadoes, floods, droughts, seismic activities, ground failures, rock bursts, structural cave-ins or slides;

    insufficient or unreliable infrastructure, such as power, water and transport;

    industrial and environmental accidents, such as releases of mine-affected water and diesel spills (both of which have affected our Australian Operations in the past);

    industrial disputes and labor shortages;

    mine safety accidents, including fires and explosions from methane and other sources;

    competition and conflicts with other natural resource extraction and production activities within overlapping operating areas, such as natural gas extraction or oil and gas development (including potential conflicts with gas extraction undertaken by a third party at Buchanan);

    unexpected shortages, or increases in the costs, of consumables, spare parts, plant and equipment;

    cyber-attacks that disrupt our operations or result in the dissemination of proprietary or confidential information about us to our customers or other third parties; and

    security breaches or terrorist acts.

        In addition, if any of the foregoing conditions or events occurs and is not mitigated or excusable as a force majeure event under our coal sales contracts, any resulting failure on our part to deliver coal to the purchaser under such contracts could result in economic penalties, demurrage costs, suspension or cancellation of shipments or ultimately termination of such contracts, which could have a material adverse effect on our financial condition and results of operations.

        Furthermore, our mining operations are concentrated in a small number of mines in the CAPP. As a result, the effects of any of these conditions or events may be exacerbated and may have a disproportionate impact on our results of operations and assets. Any such operational conditions or events could also result in disruption to key infrastructure (including infrastructure located at or serving our mining activities, as well as the infrastructure that supports freight and logistics). These conditions

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and events could also result in the partial or complete closure of particular railways, ports or significant inland waterways or sea passages, potentially resulting in higher costs, congestion, delays or cancellations on some transport routes. Any of these conditions or events could adversely impact our business and results of operations.

The loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues.

        For the year ended December 31, 2018, our top ten customers comprised 70% of our total revenue and our top five customers comprised 51% of our total revenue. For the year ended December 31, 2018, sales to Xcoal and Tata Steel represented approximately 23% and 12%, respectively, of our total revenue. The majority of our sales are made on a spot basis or under contracts with terms of typically one year. The failure to obtain additional customers or the loss of all or a portion of the revenues attributable to any customer as a result of competition, creditworthiness, inability to negotiate extensions or replacement of contracts or otherwise, may adversely affect our financial condition and results of operations.

        For the year ended December 31, 2018, sales to Xcoal represented approximately 52% of revenue from our U.S. Operations and represented our U.S. Operations' predominant means of access to the export metallurgical coal market. Purchase orders with Xcoal are entered into primarily on an ad hoc (shipment-by-shipment) basis and there is a risk that, in the future, the number of sales to Xcoal could decrease, which would require us to procure alternative brokers or market the coal directly to the export market. In addition, if our arrangements with Xcoal were to cease or materially decrease, we might also be required to procure additional infrastructure capacity to support some of our operations, as Xcoal typically takes ownership of coal upon landing into the rail car and handles transportation logistics to the port and beyond. As a result, the loss of, or deterioration of, the relationship with Xcoal could materially and adversely affect our financial condition and results of operations or cause a material disruption to our U.S. Operations.

Demand for our metallurgical coal is significantly dependent on the steel industry.

        The majority of the coal that we produce is metallurgical coal that is sold, directly or indirectly, to steel producers and commands a significant price premium over the majority of other forms of coal because of its use in blast furnaces for steel production. Metallurgical coal, specifically our high-quality hard coking coal, or HCC, has specific physical and chemical properties, which are necessary for efficient blast furnace operation. Therefore, demand for our metallurgical coal is correlated to demands of the steel industry. The steel industry's demand for metallurgical coal is affected by a number of factors, including: the cyclical nature of that industry's business; general economic conditions and demand for steel; and the availability and cost of substitutes for steel, such as aluminum, composites and plastics, all of which may impact the demand for steel products. Similarly, if new steelmaking technologies or practices are developed that allow less expensive ingredients (lower quality coal or other sources of carbon) to be substituted for metallurgical coal in the integrated steel mill process, the demand for metallurgical coal would materially decrease.

        Although conventional blast furnace technology has been the most economic large-scale steel production technology for a number of years, there can be no assurance that over the longer term, competitive technologies not reliant on metallurgical coal would not emerge, which could reduce the demand and price premiums for metallurgical coal. A significant reduction in the demand for steel products would reduce the demand for metallurgical coal, which could have a material adverse effect on our financial condition and results of operations.

        Additionally, newly imposed tariffs by the United States on the import of certain steel products may impact foreign steel producers to the extent their production is imported into the United States. On March 8, 2018, the President of the United States, Donald Trump, signed an executive order

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establishing a 25% tariff on imports of steel into the United States, which could reduce imports of steel and increase U.S. metallurgical coal demand. This additional U.S. metallurgical coal demand could be met by reducing exports of metallurgical coal and redirecting that volume to domestic consumption.

        Although the tariffs could be supportive of a stronger domestic metallurgical coal price environment, these tariffs have prompted retaliatory tariffs from key trading partners, notably Europe and China. Any retaliatory tariffs by these or other countries to these tariffs may limit international trade and adversely impact global economic conditions. We cannot ascertain the impact, if any, these tariffs may have on demand for our metallurgical coal.

Decreases in demand for coal-fired electricity and changes in coal consumption patterns of the United States and Australian electric power generators could adversely affect our business.

        While demand for metallurgical coal is not closely linked to demand for electricity, incidental production of thermal coal by our U.S. Operations represented approximately 13% of tons sold by our U.S. Operations and 6% of our revenues during 2018.

        In such case, any changes in coal consumption by electric power generators in the United States would likely impact our business over the long term. According to the United States Department of Energy's Energy Information Administration, or EIA, the domestic electric power sector is the largest consumer of coal and accounted for 82% of total U.S. coal consumption in 2017, down from 90% in 2015.

        While power generation from thermal coal remains a cost-effective form of energy, the increasing focus on renewable energy generation, competition from alternative fuel sources, such as natural gas, environmental regulations and the consequential decline in electricity generation from fossil fuels, is expected to result in the further decline of coal-fired electricity generation due to retirement of coal-fired capacity in favor of alternative energy. The low price of natural gas in recent years has resulted in some U.S. electric generators increasing natural gas consumption while decreasing coal consumption. Electricity generation from coal is now second to natural gas, which surpassed coal as the leading source of U.S. electricity generation in 2016. In 2018, natural gas provided 35% of total electricity generation while coal provided 27% of total electricity generated in the United States, a decline of 12% from 2013, when coal-fired electricity generation represented 39% of total electricity generation.

        Sales of thermal coal represented approximately 27% of tons sold by our Australian Operations and approximately 6% of our revenues in 2018 since the date of our acquisition of Curragh. The majority of the thermal coal produced by our Australian Operations is sold on a long-term supply arrangement to Stanwell. Sales of thermal coal by our Australian Operations to domestic and export buyers are exposed to fluctuations in the global demand for thermal coal or electricity. However, coal sold to Stanwell is not directly exposed to fluctuations in the global demand for electricity or thermal coal. Under the Stanwell supply contract, Stanwell can set volumes and pricing has historically been set at significantly below-market rates. See "—Risks related to the Supply Deed with Stanwell may adversely affect our financial condition and results of operations."

        Further reductions in the demand for coal-fired electricity generation and the growth of alternative energy options, such as renewables, and alternate power generation technologies could materially reduce the demand for thermal coal, which may have a material adverse effect on our financial condition and results of operations.

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If a substantial number of our customers fail to perform under our contracts with them, our revenues and operating profits could suffer.

        A significant portion of the sales of our metallurgical coal is to customers with whom we have had long-term relationships. The success of our business depends on our ability to retain our current customers, renew our existing customer contracts and solicit new customers. Our ability to do so generally depends on a variety of factors, including the quality and price of our products, our ability to market these products effectively, our ability to deliver on a timely basis and the level of competition that we face.

        In addition, our sales contracts generally contain provisions that allow customers to suspend or terminate if we commit a material breach of the terms of the contract, a change in law restricts or prohibits a party from carrying out its material obligations under the contract or a material adverse change occurs in our financial standing or creditworthiness. If customers suspend or terminate existing contracts, or otherwise refuse to accept shipments of our metallurgical coal for which they have an existing contractual obligation, our revenues will decrease, and we may have to reduce production at our mines until our customers' contractual obligations are honored.

        If our customers do not honor contract commitments, or if they terminate agreements or exercise force majeure provisions allowing for the temporary suspension of performance during specified events beyond the parties' control and we are unable to replace the contract, our financial condition and results of operations could be materially and adversely affected.

If our ability to collect payments from customers is impaired, our revenues and operating profits could suffer.

        Our ability to receive payment for coal sold and delivered will depend on the continued contractual performance and creditworthiness of our customers and counterparties. For certain customers, we require the provision of a letter of credit as security for payment. The inability of key customers to procure letters of credit (due to general economic conditions or the specific circumstances of the customer) may restrict our ability to contract with such customers or result in fewer sales contracts being executed, which could materially adversely affect our financial condition and results of operations. For certain of our large customers in Australia who have not provided letters of credit or other form of security, we maintain an insurance policy to cover for any failure in payment.

        If non-payment occurs, we may decide to sell the customer's metallurgical coal on the spot market, which may be at prices lower than the contracted price, or we may be unable to sell the coal at all. If our customers' and counterparties' creditworthiness deteriorates, our business could be adversely affected.

Our long-term success depends upon our ability to continue discovering, or acquiring and developing assets containing, coal reserves that are economically recoverable.

        Our recoverable reserves decline as we produce coal. Our long-term outlook depends on our ability to maintain a commercially viable portfolio of coal reserves that are economically recoverable. Failure to acquire or discover new coal reserves or develop new assets could negatively affect our financial condition and results of operations. Exploration activity may occur adjacent to established assets and in new regions. These activities may increase land tenure, infrastructure and related political risks. Failure to discover or acquire new coal reserves, replace coal reserves or develop new assets or operations in sufficient quantities to maintain or grow the current level of reserves could negatively affect our financial condition and results of operations.

        Potential changes to our portfolio of assets through acquisitions and divestments may have an adverse effect on future results of operations and financial condition. From time to time, we may add

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assets to, or divest assets from, our portfolio. There are a number of risks associated with historical and future acquisitions or divestments, including, among others:

    adverse market reaction to such acquisitions and divestments or the timing or terms on which acquisitions and divestments are made;

    imposition of adverse regulatory conditions and obligations;

    political and country risk;

    commercial objectives not being achieved as expected;

    unforeseen liabilities arising from changes to the portfolio;

    sales revenues and operational performance not meeting expectations;

    anticipated synergies or cost savings being delayed or not being achieved; and

    inability to retain key staff and transaction-related costs being more than anticipated.

        These factors could materially and adversely affect our financial condition and results of operations.

We may be unsuccessful in integrating the operations of our recent acquisitions with our existing operations and in realizing all or any part of the anticipated benefits of any such acquisitions.

        From time to time, we may evaluate and acquire assets and businesses that we believe complement our existing assets and business. Acquisitions may require substantial capital or the incurrence of substantial indebtedness. Our capitalization and results of operations may change significantly as a result of future acquisitions. Acquisitions and business expansions involve numerous risks, including the following:

    difficulties in the integration of the assets and operations of the acquired businesses;

    inefficiencies and difficulties that arise because of unfamiliarity with new assets and the businesses associated with them and new geographic areas; and

    the diversion of management's attention from other operations.

        Further, unexpected costs and challenges may arise whenever businesses with different operations or management are combined, and we may experience unanticipated delays in realizing the benefits of an acquisition. Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, and may lead to increased litigation and regulatory risk. Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions. If a new business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our results of operations may be adversely affected.

We rely on estimates of our recoverable reserves, which is complex due to geological characteristics of the properties and the number of assumptions made.

        We rely on estimates of our recoverable reserves. In this registration statement, we report our estimated proven (measured) and probable (indicated) reserves in accordance with SEC Industry Guide 7. As an ASX-listed company, however, our ASX disclosures follow the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012, or the JORC Code. One principal difference between the reporting regimes in the United States under SEC Industry Guide 7 and in Australia under the JORC Code is the provision in the JORC Code for the reporting of estimates other than proven (measured) or probable (indicated) reserves. Specifically, our ASX

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disclosures include estimates of coal resources in addition to reserves. Accordingly, our estimates of proven and probable coal reserves in this registration statement and in other reports that we are required to file with the SEC may be different than our estimates of reserves as reported in our ASX disclosures.

        Coal is economically recoverable when the price at which it can be sold exceeds the costs and expenses of mining and selling the coal. The costs and expenses of mining and selling the coal are determined on a mine-by-mine basis, and as a result, the price at which our coal is economically recoverable varies based on the mine. We base our reserve information on geologic data, coal ownership information and current and proposed mine plans. There are numerous uncertainties inherent in estimating quantities and qualities of coal and costs to mine recoverable reserves, including many factors beyond our control. There are inherent uncertainties and risks associated with such estimates, including:

    geologic and mining conditions, which may not be fully identified by available exploration data and may differ from our experience and assumptions in areas we currently mine;

    current and future market prices for coal, contractual arrangements, operating costs and capital expenditures;

    severance and excise taxes, unexpected governmental taxes, royalties and development and reclamation costs;

    future mining technology improvements;

    the effects of regulation by governmental agencies;

    the ability to obtain, maintain and renew all required permits;

    employee health and safety; and

    historical production from the area compared with production from other producing areas.

        In addition, coal reserve estimates are revised based on actual production experience, and/or new exploration information and therefore the coal reserve estimates are subject to change. Should we encounter geological conditions or qualities different from those predicted by past drilling, sampling and similar examinations, coal reserve estimates may have to be adjusted and mining plans, coal processing and infrastructure may have to be altered in a way that might adversely affect our operations. As a result, our estimates may not accurately reflect our actual future coal reserves.

        As a result, the quantity and quality of the coal that we recover may be less than the reserve estimates included in this registration statement. If our actual coal reserves are less than current estimates, or the rate at which they are recovered is less than estimated or results in higher than estimated cost, our financial condition and results of operations may be materially adversely affected.

If transportation for our coal becomes unavailable or uneconomic for our customers, our ability to sell coal could suffer.

        Our mining operations produce coal, which is transported to customers by a combination of road, rail, barge and ship. The delivery of coal produced by our mining operations is subject to potential disruption, which may affect our ability to deliver coal to our customers and may have an impact on productivity and profitability. For example, in the fiscal year ended December 31, 2018, sales volumes for our Australian Operations were impacted by rail network disruptions in Queensland caused by bush fires, track maintenance and industrial action. Such disruptions to transportation services may include, among others:

    disruptions due to weather-related problems;

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    key equipment or infrastructure failures;

    industrial action;

    rail or port capacity congestion or constraints;

    commercial disputes;

    failure to obtain consents from third parties for access to rail or land, or access being removed or not granted by regulatory authorities;

    changes in applicable regulations;

    failure or delay in the construction of new rail or port capacity; and

    terrorist attacks, natural disasters or other events.

        Any such disruptions, or any deterioration in the reliability of services provided by our transportation service providers, could impair our ability to supply coal to our customers, result in decreased shipments and revenue and adversely affect our results of operations.

        Typically, we sell coal at the mine gate and/or loaded into vessels at the port. While ordinarily our coal customers arrange and pay for transportation of coal from the mine or port to the point of use, we have entered into arrangements with third parties to gain access to transportation infrastructure and services where required, including road transport organizations, rail carriers and port owners. Where coal is exported or sold other than at the mine gate, the costs associated with these arrangements represent a significant portion of both the total cost of supplying coal to customers and of our production costs. As a result, the cost of transportation is not only a key factor in our cost base, but also in the purchasing decision of customers. Transportation costs may increase and we may not be able to pass on the full extent of cost increases to our customers. For example, where transportation costs are connected to market demand, costs may increase if usage by us and other market participants increases. Significant increases in transport costs due to factors such as fluctuations in the price of diesel fuel, electricity and demurrage or environmental requirements could make our coal less competitive when compared to coal produced from other regions and countries. As the transportation capacity secured by our port and rail agreements is based on assumed production volumes, we may also have excess transportation capacity (which, in the case of take-or-pay agreements, we may have to pay for even if unused) if our actual production volumes are lower than our estimated production volumes. Conversely, we may not have sufficient transportation capacity if our actual production volumes exceed our estimated production volumes, if we are unable to transport the full capacity due to contractual limitations or if any deterioration in our relationship with brokers and intermediaries (including Xcoal) results in a reduction in the proportion of coal purchased F.O.R. from our U.S. Operations (and a corresponding increase in the proportion of coal purchased F.O.B.).

Take-or-pay arrangements within the coal industry could unfavorably affect our profitability.

        Our Australian Operations generally contract port and rail capacity via long-term take-or-pay contracts for transport to and export from the Port of Gladstone via two main port terminals, RGTCT and WICET. At our U.S. Operations, we also have a take-or-pay agreement in connection with the Kinder Morgan Pier IX Terminal in Hampton Roads, Virginia. We may enter into other take-or-pay arrangements in the future.

        Where we have entered into take-or-pay contracts, we will generally be required to pay for our contracted port or rail capacity, even if it is not utilized by us or other shippers. Although the majority of our take-or-pay arrangements provide security over minimum port and rail infrastructure availability, unused port or rail capacity can arise as a result of varying unforeseen circumstances, including insufficient production from a given mine, a mismatch between the timing of required port and rail

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capacity for a mine, or an inability to transfer the used capacity due to contractual limitations, such as required consent of the provider of the port or rail services, or because the coal must emanate from specified source mines or be loaded onto trains at specified load points. Paying for unused transport capacity could materially and adversely affect our cost structures and financial performance. See Item 2. "Financial Information—Management's Discussion and Analysis of Financial Condition and Results of Operations" for a summary of our expected future obligations under take-or-pay arrangements as of December 31, 2018.

Our profitability could be affected adversely by the failure of suppliers and/or outside contractors to perform.

        We use contractors and other third parties for exploration, mining and other services generally, and are reliant on several third parties for the success of our current operations and the development of our growth projects. While this is normal for the mining industry, problems caused by third parties may arise, which may have an impact on our performance and operations. The majority of workers at our Australian Operations are employed by contractors, including Thiess, Golding Contractors Pty Ltd, and Wolff Mining Pty Ltd.

        Operations at our mines may be interrupted for an extended period in the event that we lose any of our key contractors (because their contract is terminated or expires) and are required to replace them. There can be no assurance that skilled third parties or contractors will continue to be available at reasonable rates. As we do not have the same control over contractors as we do over employees, we are also exposed to risks related to the quality or continuation of the services of, and the equipment and supplies used by, our contractors, as well as risks related to the compliance of our contractors with environmental and health and safety legislation and internal policies, standards and processes. Any failure by our key contractors to comply with their obligations under our operating agreements with them (whether as a result of financial or operational difficulties or otherwise), any termination or breach of our operating agreements by our contractors, any protracted dispute with a contractor, any material labor dispute between our contractors and their employees or any major labor action by those employees against our contractors, could have a material adverse effect on our financial condition and results of operations.

        Further, in periods of high commodity prices, demand for contractors may exceed supply resulting in increased costs or lack of availability of key contractors. Disruptions of operations or increased costs also can occur as a result of disputes with contractors or a shortage of contractors with particular capabilities. To the extent that any of the foregoing risks were to materialize, our operating results and cash flows could be adversely affected.

Our inability to replace or repair damaged or destroyed equipment or facilities in a timely manner, could materially and adversely affect our financial condition and results of operations.

        We depend on several major pieces of mining equipment and facilities to produce and transport coal, including, but not limited to, longwall mining systems, continuous miners, draglines, dozers, excavators, shovels, haul trucks, conveyors, CPPs and rail loading and blending facilities. Obtaining and repairing these major pieces of equipment often involves long lead times. If any of these pieces of equipment and facilities suffers major damage or is destroyed by fire, abnormal wear and tear, flooding, incorrect operation or otherwise, we may be unable to replace or repair them in a timely manner or at a reasonable cost, which would impact our ability to produce and transport coal and could materially and adversely affect our financial condition and results of operations.

        Additionally, regulatory agencies sometimes make changes with regard to requirements for pieces of equipment. For example, in 2015, the MSHA promulgated a new regulation requiring the implementation of proximity detection devices on all continuous miners. Such changes can impose costs

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on us and can cause delays if manufacturers and suppliers are unable to make the required changes in compliance with mandated deadlines.

A decrease in the availability or increase in costs of key supplies, capital equipment, commodities and purchased components, such as diesel fuel, steel, explosives and tires could materially and adversely affect our financial condition and results of operations.

        Our mining operations require a reliable supply of large quantities of fuel, explosives, tires, steel-related products (including roof control materials), lubricants and electricity. The prices we pay for commodities are strongly impacted by the global market. In situations where we have chosen to concentrate a large portion of purchases with one supplier, it has been to take advantage of cost savings from larger volumes of purchases and to ensure security of supply. If the cost of any of these key supplies or commodities increased significantly, or if a source for these supplies or mining equipment were unavailable to meet our replacement demands, our profitability could be reduced or we could experience a delay or halt in our production.

        Our coal production and production costs can be materially and adversely impacted by unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment. For example, operation of the thermal dryer located at the CPP at Buchanan is dependent upon the delivery of natural gas and there is currently only one natural gas supplier in the area, an affiliate of CONSOL Energy. Although we have entered into a gas purchase agreement with CONSOL Energy, this agreement can be terminated by CONSOL Energy on 30 days' notice and any delay or inability to negotiate a replacement agreement would impact our costs of production as we would need to change our processing method at Buchanan.

Risks related to our investment in WICET may adversely affect our financial condition and results of operations.

        We have a minority interest in WICET Holdings Pty Ltd, whose wholly-owned subsidiary, WICET Pty Ltd, owns WICET. Other coal producers who export coal through WICET also hold shares in WICET Holdings Pty Ltd. In addition, we and the other coal producers (or shippers) have evergreen, ten-year take-or-pay agreements with WICET Pty Ltd and pay a terminal handling charge to export coal through WICET, which is calculated by reference to WICET's annual operating costs, as well as finance costs associated with WICET Pty Ltd's external debt facilities.

        Some of the other WICET shipper-shareholders have been liquidated since WICET became operational in 2015, and have defaulted under their take-or-pay agreements with WICET Pty Ltd. These defaults have resulted in increased terminal handling charges for the remaining shipper-shareholders (including us) as the charges must be redistributed to fund the minimum required charges due to WICET. If any of the five remaining shipper-shareholders becomes insolvent and/or defaults under its take-or-pay agreement, the terminal handling charges for the remaining shipper-shareholders, including us, will increase. In addition, if we default under our take-or-pay agreement with WICET Pty Ltd, we might be liable for a significant termination payment. The termination payment is approximately equal to our proportion of WICET Pty Ltd's total external debt (which is based on the proportion that our contracted tonnage bears to the total contracted tonnage at WICET when the payment obligation is triggered). We have provided security to WICET Pty Ltd in the form of a bank guarantee, the amount of which is required to cover our estimated liabilities as a shipper under the WICET Take-or-Pay Agreement for the following 12-month period. If we are in default under the WICET Take-or-Pay Agreement and are subject to a termination payment, WICET Pty Ltd can draw on the security and apply it to amounts owing by us.

        Any attempt by the senior lenders for WICET Pty Ltd's external debt, or a receiver appointed by them, to take steps to seek to recover against the shipper-shareholders (whether through increased

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terminal handling charges or otherwise) could materially and adversely impact our business and results of operations. If an insolvency or other event ultimately resulted in a permanent cessation of operations at WICET, we may also be required to procure additional port capacity, as well as be liable for a termination payment under our take-or-pay agreement.

Defects in title or loss of any leasehold interests in our properties could limit our ability to mine these properties or result in significant unanticipated costs.

        In the United States, title to a leased property and mineral rights is generally secured prior to permitting and developing a property. In some cases, we rely on title information or representations and warranties provided by our lessors, grantors or other third parties. Our right to mine some of our reserves may be adversely affected if defects in title or boundaries exist or if a lease expires. Any challenge to our title or leasehold interests could delay the exploration and development of the property and could ultimately result in the loss of some or all of our interest in the property and, accordingly, require us to reduce our estimated coal reserves. In addition, if we mine on property that we do not own or lease, we could incur liability for such mining.

        In the United States, we predominantly access our mining properties through leases with a range of private landholders. If a default under a lease for properties on which we have mining operations resulted in the termination of the applicable lease, we may have to suspend mining or significantly alter the sequence of such mining operations, which may adversely affect our future coal production and future revenues.

        To obtain leases or mining contracts to conduct our U.S. Operations on properties where defects exist or to negotiate extensions or amendments to existing leases, we may in the future have to incur unanticipated costs. In addition, we may not be able to successfully negotiate new leases or mining contracts for properties containing additional reserves or maintain our leasehold interests in properties where we have not commenced mining operations during the term of the lease.

        In Queensland, where all of our Australian Operations are carried out, exploring or mining for coal is unlawful without a tenement granted by the Queensland government. The grant and renewal of tenements are subject to a regulatory regime and each tenement is subject to certain conditions. There is no certainty that an application for the grant of a new tenement or renewal of one of the existing Tenements at Curragh will be granted at all or on satisfactory terms or within expected timeframes. Further, the conditions attached to the Tenements may change at the time they are renewed. There is a risk that we may lose title to any of our granted Tenements if we are unable to comply with conditions or if the land that is subject to the title is required for public purposes. The Tenements have expirations ranging from August 31, 2021 to July 31, 2044 and, where renewal is required, there is a risk that the Queensland government may change the terms and conditions of such Tenement upon renewal.

        A defect in our title or the loss of any lease or Tenement upon expiration of its term, upon a default or otherwise, could adversely affect our ability to mine the associated reserves or process the coal we mine.

Our ability to operate effectively could be impaired if we lose key personnel or fail to attract qualified personnel.

        The loss of key personnel and the failure to recruit sufficiently qualified staff could affect our future performance. We have entered into employment contracts with a number of key personnel in Australia and the United States, including our Managing Director and Chief Executive Officer, Garold Spindler, and our President and Chief Operating Officer, James Campbell. Mr. Spindler's and Mr. Campbell's expertise and experience in the mining industry are important to the continued development and operation of our mining interests. However, there is no assurance that such personnel

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will remain with us for the term of their employment contracts or beyond. In the United States, we have not entered into employment contracts with any of our key personnel (other than Mr. Spindler and his direct reports), meaning that we do not have the benefit of notice provisions or non-compete restraints with these employees. The loss of our senior executives could have a material adverse effect on our business. There may be a limited number of persons with the requisite experience and skills to serve in our senior management positions. We may not be able to locate or employ qualified executives on acceptable terms. In addition, as our business develops and expands, we believe that our future success will depend greatly on our continued ability to attract and retain highly skilled personnel with coal industry experience in Australia and the United States. We may not be able to continue to employ key personnel or attract and retain qualified personnel in the future. The loss of such key personnel or the failure to recruit sufficiently qualified employees may affect our business and future performance.

A shortage of skilled labor in the mining industry could pose a risk to achieving improved labor productivity.

        Efficient coal mining using modern techniques and equipment requires skilled laborers, preferably with at least a year of experience and proficiency in multiple mining tasks. Any future shortage of skilled labor in the Australian and U.S. mining industries could result in our having insufficient personnel to operate our business, our ability to expand production in the event there is an increase in the demand for our coal, which could adversely affect our financial condition and results of operations.

We could be negatively affected if we fail to maintain satisfactory labor relations.

        Relations with our employees and, where applicable, organized labor are important to our success. Enterprise bargaining and other disputes between us and our employees or disputes affecting our contractors may result in strikes or uncompetitive work practices.

        As of March 31, 2019, we had approximately 1,700 employees. In addition, as of March 31, 2019, there were approximately 1,200 contractors supplementing the permanent workforce, primarily at Curragh. As of March 31, 2019, approximately 12% of our total employees, all at our Australian Operations, were represented by organized labor unions and covered by the EA. In May 2019, the Australian Fair Work Commission approved the Curragh Mine Enterprise Agreement 2019. This EA has a nominal expiration date of May 26, 2022 and will remain in place until replaced or terminated by the Fair Work Commission. Our U.S. Operations employ a 100% non-union labor force.

        Future industrial action by our employees or mining contractors' employees or involving trade unions could disrupt operations and negatively impact mine productivity, production and profitability.

We may be unable to obtain, renew or maintain permits necessary for our operations, which would reduce coal production, cash flows and profitability.

        Our performance and operations depend on, among other things, being able to obtain on a timely basis, and maintain, all necessary regulatory approvals, including any approvals arising under applicable mining laws, environmental regulations and other laws, for our current operations, expansion and growth projects. Examples of regulatory approvals that we must obtain and maintain include mine planning approvals, environmental permits and, in Australia, land titles, land tenure and approvals relating to native title and indigenous cultural heritage. In addition, our operations depend on our ability to obtain and maintain consents from private land owners and good relations with local communities.

        The requirement to obtain and maintain approvals and address potential and actual issues for former, existing and future mining projects is common to all companies in the coal sector. However, there is no assurance or guarantee that we will obtain, secure, or be able to maintain any or all of the required consents, approvals and rights necessary to maintain our current production profile from our existing operations or to develop our growth projects in a manner which will result in profitable mining

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operations and/or achieve our long-term production targets. The permitting rules, and the interpretations of these rules, are complex, change frequently and are often subject to the interpretation of the regulators that enforce them, all of which may make compliance more difficult or impractical, and may possibly preclude the continuance of ongoing operations or the development of future mining operations. Certain laws, such as the SMCRA, require that certain environmental standards be met before a permit is issued. The public, including non-governmental organizations, anti-mining groups and individuals, have certain statutory rights to comment upon and submit objections to requested permits and environmental impact statements. These comments are prepared in connection with applicable regulatory processes, and the public may otherwise engage in the permitting process, including bringing lawsuits to challenge the issuance of permits, the validity or adequacy of environmental impact statements or performance of mining activities. In states where we operate, applicable laws and regulations also provide that a mining permit or modification can, under certain circumstances, be delayed, refused or revoked if we or any entity that owns or controls or is under common ownership or control with us have unabated permit violations or have been the subject of permit or reclamation bond revocation or suspension. Thus, past or ongoing violations of federal and state mining laws by us or such entity could provide a basis to revoke existing permits and to deny the issuance of additional permits or modification or amendment of existing permits. In recent years, the permitting required for coal mining has been the subject of increasingly stringent regulatory and administrative requirements and extensive activism and litigation by environmental groups. If this trend continues, it could materially and adversely affect our mining operations, development and expansion and cost structures, the transport of coal and our customers' ability to use coal produced by our mines, which, in turn, could have a material adverse effect on our financial condition and results of operation.

        In particular, certain of our activities require a dredge and fill permit from the USACE under Section 404 of the CWA. In recent years, the Section 404 permitting process has been subject to increasingly stringent regulatory and administrative requirements and a series of court challenges, which have resulted in increased costs and delays in the permitting process. In addition, in 2015, the EPA and the USACE issued the CWR, under the CWA that would further expand the circumstances when a Section 404 permit is needed. The CWR is the subject of extensive ongoing litigation and administrative proceedings, as a result of which the CWR has been enjoined in certain states (including West Virginia) and reinstated in others (including Virginia and Pennsylvania), and its current and future impact on our operations are the subject of significant uncertainty. In addition, on December 11, 2018, the EPA and the USACE issued a proposed rule replacing the CWR. In accordance with President Trump's executive order, the proposed rule would redefine "waters of the United States", which would have the effect of excluding from the definition certain wetlands and other water bodies that are covered by the definition pursuant to the CWR. The process to rescind or revise the CWR will likely be subject to extensive notice and comment and litigation. Additionally, we may rely on nationwide permits under the CWA Section 404 program for some of our operations. These nationwide permits are issued every five years, and the 2017 nationwide permit program was recently reissued in January 2017. If we are unable to use the nationwide permits and require an individual permit for certain work, that could delay operations.

        If we are unable to obtain and maintain the approvals, consents and rights required for our current and future operations, or if we obtain approvals subject to conditions or limitations, the economic viability of the relevant projects may be adversely affected, which may in turn result in the value of the relevant assets being impaired, which could have a material adverse effect on our financial condition and results of operations.

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In times of drought and/or shortage of available water, our operations and production, particularly at Curragh, could be negatively impacted if the regulators impose restrictions on our water offtake licenses that are required for water used in the CPPs.

        In Queensland, all entitlements to the use, control and flow of water are vested in the state and regulated by the Water Act 2000 (Qld). Allocations under the Water Act 2000 (Qld) can be managed by a water supply scheme operator, such as SunWater Ltd. We have purchased the required water allocations for Curragh and entered into a suite of related channel and pipeline infrastructure agreements and river supply agreements with SunWater Ltd. to regulate the supply of water pursuant to these allocations.

        The amount of water that is available to be taken under a water entitlement will vary from year to year and is determined by water sharing rules of the relevant catchment area. These rules will, for example, state a procedure for water supply scheme holders to calculate the water available to an allocation holder, based on available and predicted supply. In situations of severely constrained supply (such as during a drought), supply contracts with the scheme operator generally provide for a reduced apportionment, with certain uses (e.g., domestic use) being given higher priority. It is possible that during times of drought our water offtake entitlements in Australia could be reduced. If our water offtake entitlement was reduced, the operations would have to recycle more of the water collected in on-site dams and former mining pits, from rainfall and dewatering activities, for use in the Curragh CPPs. This may impact our ability to maintain current production levels without incurring additional costs, which could adversely impact our operations and production.

Our operations may impact the environment or cause exposure to hazardous substances, which could result in material liabilities to us.

        We are subject to extensive environmental laws and regulations, and our operations may substantially impact the environment or cause exposure to hazardous materials to our contractors, our employees or local communities. We use hazardous materials and generate hazardous or other regulated waste, which we store in our storage or disposal facilities. We may become subject to statutory or common law claims (including damages claims) as a result of our use of hazardous materials and generation of hazardous waste. A number of laws, including, in the United States, the CERCLA or Superfund, and the RCRA, and in Australia, the Environmental Protection Act 1994 (Qld), impose liability relating to contamination by hazardous substances. Furthermore, the use of hazardous materials and generation of hazardous and other waste may subject us to investigation and require the clean-up of soil, surface water, groundwater and other media.

        The mining process, including blasting and processing ore bodies, can also generate environmental impacts, such as dust and noise, and requires the storage of waste materials (including in liquid form). Risk in the form of dust, noise or leakage of polluting substances from site operations or uncontrolled breaches of mine residue facilities have the potential to generate harm to our employees, our contractors and the communities and the environment. Employee or strict liability claims under common law or environmental statutes in relation to these matters may arise, for example, out of current or former activities at sites that we own, lease or operate and at properties to which hazardous substances have been sent for treatment, storage, disposal or other handling. Our liability for such claims may be strict, joint and several with other miners or parties or with our contractors, such that we may be held responsible for more than our share of the contamination or other damages, or even for the entire amount of damages assessed. Additionally, any violations of environmental laws by us could lead to, among other things, the imposition on us of substantial fines, penalties, other civil and criminal sanctions, the curtailment or cessation of operations, orders to pay compensation, orders to remedy the effects of violations and take preventative steps against possible future violations, increased compliance costs, or costs for environmental remediation, rehabilitation or rectification works.

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        We maintain extensive metallurgical coal refuse areas and slurry impoundments at our mining properties. At Curragh, our slurry impoundments are below surrounding topography and the possibility of failure is negligible. At our U.S. Operations, refuse areas and impoundments are frequently inspected and subject to extensive governmental regulation. Slurry impoundments have been known to fail, releasing large volumes of coal slurry into the surrounding environment. Structural failure of an impoundment can result in extensive damage to the environment and natural resources, such as bodies of water that the coal slurry reaches, as well as create liability for related personal injuries, property damages and injuries to natural resources and plant and wildlife. Of the six refuse areas among our U.S. mining properties, only three impound slurry; the other facilities are combined refuse and do not impound slurry. Four of our impoundments in the U.S. overlie mined out areas, which can pose a heightened risk of failure and the assessment of damages arising out of such failure. If one of our impoundments were to fail, we could be subject to substantial claims for the resulting environmental contamination and associated liability, as well as for related fines and penalties.

We are subject to extensive health and safety laws and regulations that could have a material adverse effect on our reputation and financial condition and results of operations.

        We are subject to extensive laws and regulations governing health and safety at coal mines in the United States and Australia. As a result of increased stakeholder focus on health and safety issues (such as black lung disease or coal workers' pneumoconiosis), there is a risk of legislation and regulatory change that may increase our exposure to claims arising out of current or former activities or result in increased compliance costs (e.g., through requiring improved monitoring standards or contribution to an industry-pooled fund). Regulatory agencies also have the authority, following significant health and safety incidents, such as fatalities, to order a facility be temporarily or permanently closed. If this were to occur at any of our mining facilities, we may be required to incur capital expenditures to re-open the facility, which could have a material adverse effect on our reputation and financial condition and results of operations.

        For additional information about the various regulations affecting us, see Item 1. "Business—Regulatory Matters—Australia" and "Business—Regulatory Matters—United States."

We could be adversely affected if we fail to appropriately provide financial assurances for our obligations.

        U.S. federal and state laws and Australian laws require us to provide financial assurances related to requirements to reclaim lands used for mining, to pay federal and state workers' compensation, to provide financial assurances for coal lease obligations and to satisfy other miscellaneous obligations. The primary methods we use to meet those obligations in the United States are to provide a third-party surety bond or provide a letter of credit. As of March 31, 2019, we provided approximately $28.6 million of third-party surety bonds in connection with our U.S. Operations. There are no cash collateral requirements to support any of the outstanding bonds. In addition, one of the conditions of the Queensland environmental authority is for us to provide financial assurance in the form of non-cash backed bank guarantees. As of March 31, 2019, we provided A$279.7 million of financial assurance to meet this condition. The purpose of this assurance is to provide security for compliance with the environmental authority generally and for the costs and expenses associated with the reclamation/rehabilitation after mining operations are complete should we fail to do so.

        Our financial assurance obligations may increase due to a number of factors, including the size of our mining footprint and new government regulations, and we may experience difficulty procuring or renewing our surety bonds. In addition, our bond issuers may demand higher fees or additional collateral, including letters of credit or other terms less favorable to us upon those renewals. Because we are required by federal and state law to have these bonds or other acceptable security in place before mining can commence or continue, any failure to maintain surety bonds, letters of credit or other guarantees or security arrangements would adversely affect our ability to mine coal. That failure

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could result from a variety of factors, including lack of availability of surety bond or letters of credit, higher expense or unfavorable market terms, the exercise by third-party surety bond issuers of their right to refuse to renew the surety and the requirement to provide collateral for future third-party surety bond issuers under the terms of financing arrangements. If we fail to maintain adequate bonding, our mining permits could be invalidated, which would prevent mining operations from continuing, and future operating results could be materially adversely affected.

        In Australia, the approval and passing in 2019 of the Financial Provisioning Act which amends or replaces certain provisions of the Environmental Protection Act 1994 (Qld), will impact the way that our Australian Operations must provision for and manage associated costs of providing financial assurances related to mine rehabilitation obligations.

        The Financial Provisioning Act:

    replaces the financial assurance arrangements for resource activities under the Environmental Protection Act 1994 (Qld) with a new financial provisioning scheme, and changes how the estimated rehabilitation cost for an environmental authority is calculated; and

    amends the Environmental Protection Act 1994 (Qld) to introduce new requirements for the progressive rehabilitation and closure of mined land.

        Since April 1, 2019, any financial assurance currently held for environmental approvals already held in Australia are treated as surety under the new Financial Provisioning Act. There will be a transition period of three years commencing in early 2019 during which all miners in Queensland will be assessed and receive an initial risk allocation decision based on a formulaic calculation of their ERC. Our ERC is the cost estimated by the government department of rehabilitating the land on which our operation is carried out. This allocation will put our resource activity at Curragh into a risk category under the Financial Provisioning Act based on the regulator's assessment of both the amount of our ERC and our financial capacity to carry out and discharge the rehabilitation liability and obligation at the time our mining operations cease. This risk assessment will be reviewed annually, and assessment fees are payable each time there is an allocation decision for our operations in Queensland.

        The new financial provisioning scheme will be managed by the Scheme Manager and financial assurance will be provided by paying a contribution to the Scheme Fund and/or the giving of surety to the Scheme Manager. Our contribution is calculated as the prescribed percentage (dependent on risk allocation decision) of Curragh's ERC. The prescribed percentages for each category are: (1) Very low: 0.5%; (2) Low: 1.0%; and (3) Moderate: 2.75%. In the event Curragh's ERC is allocated a high risk allocation, we will be required to negotiate the percentage of surety to be provided with the Scheme Manager. The Scheme Manager is a statutory officer and will manage the Scheme Fund contributions and the sureties on behalf of the State. Commencement of the scheme is expected to be in the first half of 2019. We do not yet know the extent to which the Financial Provisioning Act will impact our financial condition and results of operations. For more information on the Financial Provisioning Act, see Item 1. "Business—Regulatory Matters—Australia—Environmental Protection Act 1994 (Qld)."

Mine closures entail substantial costs. If we prematurely close one or more of our mines, our operations and financial performance would likely be affected adversely.

        Federal and state regulatory agencies have the authority following significant health and safety incidents, such as fatalities, to order a facility to be temporarily or permanently closed. If we were to prematurely close one or more of our mines for any reason, we could be required to close or discontinue operations at particular mines before the end of their mine life due to environmental, geological, geotechnical, commercial, leasing or other issues. Such closure or discontinuance of operations could result in significant closure and rehabilitation expenses, employee redundancy costs, contractor demobilization costs and other costs or loss of revenues. If and when incurred, these closure

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and rehabilitation costs could exceed our current estimates. If one or more of our mines is closed earlier than anticipated, we would be required to fund the reclamation and closure costs on an expedited basis and potentially lose revenues and, for some of our operations, pay for take-or-pay arrangements that we no longer use, which would have an adverse impact on our operating and financial performance. Many of these costs could also be incurred if a mine was unexpectedly placed on care and maintenance before the end of its planned mine life.

If the assumptions underlying our provision for reclamation and mine closure obligations prove to be inaccurate, we could be required to expend greater amounts than anticipated.

        The SMCRA and the Environmental Protection Act 1994 (Qld) establish operational, reclamation and closure standards for all aspects of surface mining as well as deep mining. We accrue for the costs of current mine disturbance and final mine closure, including the cost of treating mine water discharge where necessary. Estimates of our total reclamation and mine-closing liabilities totaled $126.7 million as of March 31, 2019, based upon permit requirements and the historical experience at our operations, and depend on a number of variables involving assumptions and estimation and therefore may be subject to change, including the estimated future asset retirement costs and the timing of such costs, estimated proven reserves, assumptions involving third-party contractors, inflation rates and discount rates. If these accruals are insufficient or our liability in a future year is greater than currently anticipated, our future operating results and financial position could be adversely affected. See Item 2. "Financial Information—Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Estimates."

Concerns about the environmental impacts of coal combustion, including perceived impacts on global climate issues, are resulting in increased regulation of coal combustion and coal mining in many jurisdictions, which could significantly affect demand for our products or our securities.

        Global climate issues continue to attract considerable attention to the coal industry. Emissions from coal consumption, both directly and indirectly and emissions from coal mining itself are subject to pending and proposed regulation as part of initiatives to address global climate change. A number of countries, including Australia and the United States, have already introduced, or are contemplating the introduction of, regulatory responses to GHGs, including the extraction and combustion of fossil fuels, to address the impacts of climate change.

        There are three primary sources of GHGs associated with the coal industry. First, the end use of our coal by our customers in electricity generation, coke plants, and steelmaking is a source of GHGs. Second, combustion of fuel by equipment used in coal production and to transport our coal to our customers is a source of GHGs. Third, coal mining itself can release methane, which is considered to be a more potent GHG than carbon dioxide, directly into the atmosphere. These emissions from coal consumption, transportation and production are subject to pending and proposed regulation as part of initiatives to address global climate change.

        As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs. In addition, the growth of alternative energy options, such as renewables and disruptive power generation technologies, and changes in community or government attitudes to climate change and efforts to promote divestment of fossil fuel equities and pressure lenders to limit funding to fossil fuel companies could result in further development of alternative energy industries and broader mainstream acceptance of alternative energy options which could result in a material reduction in the demand for coal. The absence of regulatory certainty, global policy inconsistencies and direct regulatory impacts (such as carbon taxes or other charges) each have the potential to adversely affect our operations—either directly or indirectly, through suppliers and customers. Collectively, these initiatives and

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developments could result in higher electric costs to us or our customers or lower the demand for coal used in electric generation, which could in turn adversely impact our business.

        At present, we are principally focused on metallurgical coal production, which is not used in connection with the production of coal-fired electricity generation. The market for our coal may be adversely impacted if comprehensive legislation or regulations focusing on GHG emission reductions are adopted, or if our customers are unable to obtain financing for their operations.

        We and our customers may also have to invest in CCUS technologies in order to burn thermal coal and comply with future GHG emission standards. The potential direct and indirect financial impact on us of future laws, regulations, policies and technology developments may depend upon the degree to which any such laws, regulations and developments force reduced reliance on coal as a fuel source. Such developments could result in material adverse impacts on our financial condition or results of operations. See Item 1. "Business—Regulatory Matters—Australia" and "Business—Regulatory Matters—United States."

Changes in and compliance with government policy, regulation or legislation may adversely affect our financial condition and results of operations.

        The coal mining industry is subject to regulation by federal, state and local authorities in each relevant jurisdiction with respect to matters such as:

    workplace health and safety;

    worker's compensation;

    employee benefits;

    taxation and royalties;

    limitations on land use;

    mine permitting and licensing requirements;

    reclamation and restoration of mining properties after mining is completed;

    the storage, treatment and disposal of wastes;

    remediation of contaminated soil, sediment and groundwater;

    air quality standards, including those relating to GHG standards;

    water pollution;

    protection of human health, plant-life and wildlife, including endangered or threatened species and habitats;

    protection of wetlands;

    the discharge of materials into the environment; and

    the effects of mining on surface water and groundwater quality and availability.

        Any future legislation and regulatory change imposing more constraints or more stringent requirements may affect the coal mining industry and may adversely affect our financial condition and results of operations. Examples of such changes are, future laws or regulations that may limit the emission of GHGs or the use of thermal coal in power generation, more stringent workplace health and safety laws, more rigorous environmental laws, and changes to existing taxation and royalty legislation.

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        Compliance with applicable federal, state and local laws and regulations may become more costly and time-consuming and may delay commencement or interrupt continuation of exploration or production at our operations. We have incurred, and may in the future incur, significant expenditures to comply with such regulation and legislation. These laws are constantly evolving and may become increasingly stringent. The ultimate impact of complying with existing laws and regulations is not always clearly known or determinable due in part to the fact that certain implementation of the regulations for these laws have not yet been promulgated and in certain instances are undergoing revision. These laws and regulations, particularly new legislative or administrative proposals (or judicial interpretations of existing laws and regulations), could result in substantially increased capital, operating and compliance costs and could have a material adverse effect on our operations and our customers' ability to use our products. For example, the U.S. Congress has previously enacted and may in the future address "bail-out" programs for the underfunded United Mine Workers benefits and pension plans, which could in effect tax all coal companies for unfunded or underfunded union pension plans and add costs to union-free entities like us, with respect to our U.S. Operations, and potentially impact competitive positions in the market. Due in part to the extensive and comprehensive regulatory requirements, along with changing interpretations of these requirements, violations of applicable federal, state and local laws and regulations occur from time to time in the coal industry and minor violations have occurred at our Australian Operations and our U.S. Operations in the past.

        Moreover, changes in the law may impose additional standards and a heightened degree of responsibility for us and our stockholders, directors and employees; may require unprecedented compliance efforts; could divert our management's attention; and may require significant expenditures. For example, we may also be subject to unforeseen environmental liabilities resulting from coal-related activities, which may be costly to remedy or adversely impact our operations. In particular, the acceptable level of pollution and the potential abandonment costs and obligations for which we may become liable as a result of our activities may be difficult to assess under the current legal framework. To the extent that required expenditures, as with all costs, are not ultimately reflected in the prices of coal, our operating results will be detrimentally impacted. The costs and operating restrictions necessary for compliance with safety and environmental laws and regulations, which is a major cost consideration for our Australian Operations and U.S. Operations, may have an adverse effect on our competitive position relative to foreign producers and operators in other countries which may not be required to incur equivalent costs in their operations.

        We are also affected by various other international, federal, state, local and tribal or indigenous environmental laws and regulations that impact our customers. To the extent that such environmental laws and regulations reduce customer demand for or increase the price of coal, we will be detrimentally impacted. For additional information about the various regulations affecting us, see Item 1. "Business—Regulatory Matters—Australia" and "Business—Regulatory Matters—United States."

Failure to comply with applicable anti-corruption and trade laws, regulations and policies could result in fines and criminal penalties, causing a material adverse effect on our business, operating and financial prospects or performance.

        Any fraud, bribery, misrepresentation, money laundering, violations of applicable trade sanctions, anti-competitive behavior or other misconduct by our employees, contractors, customers, service providers, business partners and other third parties could result in violations of relevant laws and regulations by us and subject us or relevant individuals to corresponding regulatory sanctions or other claims, and also result in an event of default under our Syndicated Facility Agreement. These unlawful activities and other misconduct may have occurred in the past and may occur in the future and may result in civil and criminal liability under increasingly stringent laws relating to fraud, bribery, sanctions, competition and misconduct or cause serious reputational or financial harm to us. In addition, failure to comply with environmental, health or safety laws and regulations, privacy laws and regulations, U.S.

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trade sanctions, the U.S. Foreign Corrupt Practices Act and other applicable laws or regulations could result in litigation, the assessment of damages, the imposition of penalties, suspension of production or distribution, costly changes to equipment or processes due to required corrective action, or a cessation or interruption of operations.

        We have policies and procedures to identify, manage and mitigate legal risks and address regulatory requirements and other compliance obligations. However, there can be no assurance that such policies, procedures and established internal controls will adequately protect us against fraudulent or corrupt activity and such activity could have an adverse effect on our reputation, financial condition and results of operations.

Our mining operations are subject to extensive forms of taxation, which imposes significant costs on us, and future regulations and developments could increase those costs or limit our ability to produce coal competitively.

        Federal, state or local governmental authorities in nearly all countries across the global coal mining industry impose various forms of taxation on coal producers, including production taxes, sales-related taxes, royalties, environmental taxes and income taxes. If new legislation or regulations related to various forms of coal taxation or income or other taxes generally, which increase our costs or limit our ability to compete in the areas in which we sell coal, or which adversely affect our key customers, are adopted, our business, financial condition or results of operations could be adversely affected.

Recently enacted tax reform legislation or future proposed legislation could have an adverse impact on us.

        U.S. tax legislation enacted on December 22, 2017, generally known as the Tax Cuts and Jobs Act, has significantly changed the U.S. federal income taxation of U.S. corporations and their foreign subsidiaries. The Tax Cuts and Jobs Act has made substantial changes to U.S. tax law, including a reduction in the corporate income tax rate, a limitation on deductibility of interest expense, the allowance of immediate expensing of capital expenditures, and deemed repatriation of foreign earnings.

        The Tax Cuts and Jobs Act is subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury Department and Internal Revenue Service, or the IRS, any of which could lessen or increase certain adverse effects of the legislation. There may also be material adverse effects resulting from the legislation that we have not identified. In addition, there is uncertainty with respect to how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

        Further, from time to time, legislation is proposed that could result in the reduction or elimination of certain U.S. federal tax preferences currently available to companies engaged in the exploration and development of coal. These proposals have included but are not limited to: (1) the elimination of current deductions, the 60-month amortization period and the 10-year amortization period for exploration and development costs relating to coal and other hard mineral fossil fuels; (2) the repeal of the percentage depletion allowance with respect to coal properties; and (3) the repeal of capital gains treatment of coal and lignite royalties. The passage of these or other similar proposals could increase our taxable income and negatively impact our cash flows and our results of operations.

We may not recover our investments in our mining, exploration and other assets, which may require us to recognize impairment charges related to those assets.

        Our balance sheet includes a number of assets that are subject to impairment risk, particularly long-lived assets, including property, plant and equipment, mining tenements, exploration and evaluation assets and intangible assets (including goodwill). The values of these assets are generally derived from the fundamental valuation of the underlying mining operations and, as such, are subject

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to many of the same risks to which our operations are exposed, including decreases in coal prices, foreign currency exchange risks, operational and geological risks, changes in coal production and changes in estimates of proven and probable coal reserves. Adverse changes in these and other risk factors could lead to a reduction in the valuation of certain of our assets and result in an impairment charge being recognized.

Any failure to maintain effective internal control over financial reporting may adversely affect our financial condition and results of operations.

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

        Under standards established by the Public Company Accounting Oversight Board, or PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a significant deficiency as a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a registrant's financial reporting. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis.

        During the preparation of our financial statements for the year ended December 31, 2018, we and our auditors identified a material weakness in our internal control over financial reporting related to the recognition and presentation of the impact of the Reorganization Transaction, which occurred just prior to the Australian IPO. The presentation was corrected prior to the issuance of the financial statements and did not result in any material misstatement of our financial statements or disclosures.

        We are not yet required to comply with the SEC's rules implementing Section 404(b) of the Sarbanes Oxley Act of 2002, or the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a registrant in the United States, we will be required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which, among other things, will require our management to certify financial and other information in our quarterly and annual reports to be filed with the SEC and provide an annual management report on the effectiveness of our internal control over financial reporting.

        Material weaknesses or significant deficiencies may be identified in the future, which may result in errors in our financial statements leading to a restatement of those financial statements.

We may not have adequate insurance coverage for some business risks.

        We have insurance coverage for certain operating risks that provide limited coverage for some potential liabilities associated with our business. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. As a result, we may not be able to renew our existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. In addition, we may become subject to liability (including in relation to pollution, occupational illnesses or other hazards), or suffer loss resulting from business interruption, for which we are not insured (or are not sufficiently insured) or cannot insure, including liabilities in respect of past activities.

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        Should we suffer a major uninsured loss, future financial performance could be materially adversely affected. In addition, insurance may not continue to be available at economically acceptable premiums or coverage may be reduced. As a result, the insurance coverage may not cover the full scope and extent of claims against us or losses we may incur. The occurrence of a significant adverse event not fully or partially covered by insurance could have a material adverse effect on our financial condition and results of operations.

Cybersecurity attacks, natural disasters, terrorist attacks and other similar crises or disruptions may negatively affect our business, financial condition and results of operations.

        Our business may be impacted by disruptions such as cybersecurity attacks or failures, threats to physical security, and extreme weather conditions or other natural disasters. Strategic targets, such as energy-related assets, may be at greater risk of future terrorist or cybersecurity attacks than other targets in the United States or Australia. These disruptions or any significant increases in energy prices that follow could result in government-imposed price controls. Our insurance may not protect us against such occurrences. It is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition and results of operations.

        In addition, a disruption in, or failure of, our information technology systems could adversely affect our business operations and financial performance. We rely on the accuracy, capacity and security of our information technology, or IT, systems for the operations of many of our business processes and to comply with regulatory, legal and tax requirements. While we maintain some of our critical IT systems, we are also dependent on third parties to provide important IT services relating to, among other things, human resources, electronic communications and certain finance functions. Despite the security measures that we have implemented, including those related to cybersecurity, our systems could be breached or damaged by computer viruses, natural or man-made incidents or disasters or unauthorized physical or electronic access. Though we have controls in place, we cannot provide assurance that a cyber-attack will not occur. Furthermore, we may have little or no oversight with respect to security measures employed by third-party service providers, which may ultimately prove to be ineffective at countering threats. Failures of our IT systems, whether caused maliciously or inadvertently, may result in the disruption of our business processes, the unauthorized release of sensitive, confidential or otherwise protected information or the corruption of data, which could adversely affect our business operations and financial performance. We may be required to incur significant costs to protect against and remediate the damage caused by such disruptions or system failures in the future.

Mining in the CAPP is more complex and involves more regulatory constraints than mining in other areas of the U.S., which could affect our mining operations and cost structures in these areas.

        The geological characteristics of coal reserves in the CAPP, such as depth of overburden and coal seam thickness, make them complex and costly to mine. As mines become depleted, replacement reserves may not be available or, if available, may not be able to be mined at costs comparable to those of the depleting mines. In addition, compared to mines in the other areas of the country, permitting, licensing and other environmental and regulatory requirements are more costly and time consuming to satisfy. These factors could materially adversely affect the mining operations and cost structures of, and our customers' ability to use coal produced by, our mining properties in the CAPP.

We may face restricted access to international markets in the future.

        Access to international markets may be subject to ongoing interruptions and trade barriers due to policies and tariffs of individual countries, and the actions of certain interest groups to restrict the import or export of certain commodities. Although there are currently no significant trade barriers existing or impending of which we are aware that do, or could, materially affect our access to certain markets, there can be no assurance that our access to these markets will not be restricted in the future.

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An inability for metallurgical coal suppliers to access international markets would likely result in an oversupply of metallurgical coal in the domestic market, resulting in a decrease in prices.

We are subject to foreign exchange risks involving certain operations in multiple countries.

        Foreign exchange risk is the risk of sustaining loss through adverse movements in currency exchange rates. Such losses can impact our financial performance and financial position and the level of additional funding required to support our businesses. Our financial results are reported in US$ and certain parts of our liabilities, earnings and cash flows are influenced by movements in exchange rates, especially movements in A$ to US$ exchange rate. For example, costs relating to our Australian Operations are generally denominated in A$. In addition, foreign currency exposures arise in relation to coal supply contracts, procurement of plant and equipment and debt, which may be priced in A$ or other foreign currencies other than US$.

        The impact of currency exchange rate movements will vary depending on factors such as the nature, magnitude and duration of the movements, the extent to which currency risk is hedged under forward exchange contracts or other hedging instruments and the terms of these contracts. We currently do not hedge our non-US$ exposures against exchange rate fluctuations, and consequently it will be at the risk of any adverse movement in exchange rates, which may affect our operating results, cash flows and financial condition.

We may be subject to litigation, the disposition of which could negatively affect our profitability and cash flow in a particular period, or have a material adverse effect on our business, financial condition and results of operations.

        Our profitability or cash flow in a particular period could be affected by an adverse ruling in any litigation that may be filed against us in the future. In addition, such litigation could have a material adverse effect on our business, financial condition and results of operations. See Item 8. "Legal Proceedings."

Risks related to the Supply Deed with Stanwell may adversely affect our financial condition and results of operations.

        Curragh has a CSA with Stanwell to supply thermal coal to the Stanwell Power Station. The CSA also provides Curragh with certain mining rights, of which the SRA was reserved for the benefit of Stanwell and could not be mined without Stanwell's consent. Under the CSA, in addition to supplying thermal coal at a price below the cost to Curragh of mining and processing the coal, Curragh pays certain rebates to Stanwell on metallurgical coal exported from certain parts of Curragh, which represents the deferred purchase cost of the right to mine some areas at Curragh.

        On August 14, 2018, Curragh entered into the Supply Deed with Stanwell. The Supply Deed grants Curragh the right to mine the coal reserves in the SRA. In exchange for these rights Curragh has agreed to certain amendments to the CSA and to enter into the NCSA, that will commence on or around the expiration of the CSA (currently expected to expire in 2027).

        The consideration for the access to additional reserves and access to the SRA will be deferred and payable as a discount to the market value of thermal coal over the term of the NCSA. No export rebates are payable during the term of the NCSA. The net present value of the deferred consideration was approximately $160.9 million as of March 31, 2019.

        Under the Supply Deed, if the parties do not agree to terms of the NCSA documentation by June 30, 2019, the terms of documentation will be determined by an expert, based on the terms of a binding terms sheet contained in the Supply Deed, or the Binding Terms Sheet, and the CSA. While the Binding Terms Sheet is relatively comprehensive, there is a risk that we and Stanwell will not be

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able to agree upon the terms of the NCSA and the terms of the NCSA may be determined by the expert in a form and manner that is less advantageous to us. In addition, the negotiation of the NCSA and any resultant dispute may be time consuming for our management. If any dispute regarding the form of the NCSA is ultimately referred to an expert, we will be exposed to our share of costs associated with the referral and potential further delays and will be bound to comply with the terms of the NCSA as determined by that expert. We are in the process of negotiating the NCSA and believe that agreement will be reached by June 30, 2019. If the final terms of the NCSA are less advantageous to us than our current arrangement, our operating results, cash flows and financial condition may be affected.

We have no registered trademarks for our Company name or other marks used by us in the United States or any other countries, and failure to obtain those registrations could adversely affect our business.

        Although we have filed a trademark application for use of the stylized mark "CORONADO STEEL STARTS HERE" in the United States, our application is still pending and the corresponding mark has not been registered in the United States. We have not filed for this or other trademarks in any other country. During trademark registration proceedings, we may receive rejections. If so, we will have an opportunity to respond, but we may be unable to overcome such rejections. In addition, the United States Patent and Trademark Office and comparable agencies in many foreign jurisdictions may permit third parties to oppose pending trademark applications and to seek to cancel registered trademarks. If opposition or cancellation proceedings are filed against our trademark application, our trademark may not survive such proceedings, and/or we may be required to expend significant additional resources in an effort to defend ourselves in the proceedings or identify a suitable substitute mark for future use.

Risks Related to Our Indebtedness and Capital Structure

Our financial performance could be adversely affected by our indebtedness.

        As of March 31, 2019, we had $84.0 million of borrowings outstanding under our Syndicated Facility Agreement. The degree to which we are leveraged in the future could have consequences, including, but not limited to:

    making it more difficult for us to pay interest and satisfy our debt obligations;

    making any refinancing more difficult if the capital and lending markets are in recession;

    increasing our vulnerability to general adverse economic and industry conditions;

    requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, business development or other general corporate requirements;

    limiting our ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements;

    making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing, particularly during periods in which credit markets are weak;

    limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry;

    causing a decline in our credit ratings; and

    placing us at a competitive disadvantage compared to less-leveraged competitors.

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        In addition, we are subject to certain restrictive covenants pursuant to the agreement governing our Syndicated Facility Agreement. Failure by us to comply with these covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on us and result in amounts outstanding thereunder to be immediately due and payable.

        Any downgrade in our credit ratings could result in, among other matters, a requirement to post collateral on derivative trading instruments that we may enter into, the loss of trading counterparties for corporate hedging and trading and brokerage activities or an increase in the cost of, or a limit on our access to, various forms of credit used in operating our business and the requirement by suppliers for us to provide financial assurance by way of letters of credit.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to sell assets, seek additional capital or raise new equity to reduce our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations in an attempt to meet our debt service and other obligations. We may not be able to complete those sales or obtain all of the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. In addition, the terms of the agreement governing our Syndicated Facility Agreement provide that if we cannot meet our debt service obligations, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

We may not be able to generate sufficient cash to service all of our debt and may be forced to take other actions to satisfy our debt obligations, which may not be successful.

        We are subject to various financial covenants under the terms of both the agreement governing our Syndicated Facility Agreement. These covenants may, for example, require the maintenance of a maximum gearing or leverage ratio or prepayment of outstanding loan balances. Factors such as adverse movements in interest rates and coal prices, deterioration of our financial performance or changes in accounting standards could lead to a breach in financial covenants. If there is such a breach, the relevant lenders may accelerate our indebtedness to them or withdraw their commitments to make further loans to us. Some covenant breaches may not result in an immediate default but may restrict our ability to make distributions or otherwise limit expenditures. For details of the Syndicated Facility Agreement, see Item 2. "Financial Information—Management's Discussion and Analysis of Financial Condition and Results of Operations."

We adjust our capital structure from time to time and may need to increase our debt leverage, which would make us more sensitive to the effects of economic downturns.

        It is possible that we may need to raise additional debt or equity funds in the future. Our Syndicated Facility Agreement and operating cash flows may not be adequate to fund our ongoing capital requirements, for any future acquisitions or projects or to refinance our debt. There is no guarantee that we will be able to refinance our existing debt, or if we do, there is no guarantee that such new funding will be on terms acceptable to us.

        Global credit markets have been severely constrained in the past, and the ability to obtain new funding or refinance may in the future be significantly reduced. If we are unable to obtain sufficient funding, either due to banking and capital market conditions, generally, or due to factors specific to our business, we may not have sufficient cash to meet our ongoing capital requirements, which in turn could materially and adversely affect our financial condition. Failure to obtain sufficient financing could cause delays or abandonment of business development plans and have a material adverse effect on our business, operations and financial condition.

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        Recently, certain financial institutions, investment managers and insurance companies globally have responded to pressure to take actions to limit or divest investments in, financing made available to, and insurance coverage provided for, the development of new coal-fired power plants and coal miners that derive revenues from thermal coal sales. For example, in 2017, some Australian and other banks publicly announced that they would stop funding new thermal coal projects or would otherwise reduce their overall lending to coal. These or similar policies may adversely impact the coal industry generally, our ability to access capital and financial markets in the future, our costs of capital and the future global demand for coal.

Our business may require substantial ongoing capital expenditures, and we may not have access to the capital required to reach full productive capacity at our mines.

        Maintaining and expanding mines and related infrastructure is capital intensive. Specifically, the exploration, permitting and development of metallurgical coal reserves, mining costs, the maintenance of machinery, facilities and equipment and compliance with applicable laws and regulations require ongoing capital expenditures. While a significant amount of the capital expenditures required at our mines has been spent, we must continue to invest capital to maintain our production. In addition, any decisions to increase production at our existing mines or to develop the high-quality metallurgical coal recoverable reserves at our development properties in the future could also affect our capital needs or cause future capital expenditures to be higher than in the past and/or higher than our estimates. We cannot assure you that we will be able to maintain our production levels or generate sufficient cash flow, or that we will have access to sufficient financing to continue our production, exploration, permitting and development activities at or above our present levels and on our current or projected timelines, and we may be required to defer all or a portion of our capital expenditures. Our results of operations, business and financial condition may be materially adversely affected if we cannot make such capital expenditures.

        To fund our capital expenditures, we will be required to use cash from our operations, incur debt or sell equity securities. Using cash from operations will reduce cash available for maintaining or increasing our operations activities. Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings, on the other hand, may be limited by our financial condition at the time of any such financing or offering and the covenants in our existing debt agreements, as well as by general economic conditions, contingencies and uncertainties that are beyond our control. If cash flow generated by our operations or available borrowings under our bank financing arrangements are insufficient to meet our capital requirements and we are unable to access the capital markets on acceptable terms or at all, we could be forced to curtail the expansion of our existing mines and the development of our properties, which, in turn, could lead to a decline in our production and could materially and adversely affect our business, financial condition and results of operations.

Interest rates could change substantially and have an adverse effect on our profitability.

        We are exposed to interest rate risk in relation to variable-rate bank balances and variable-rate borrowings. Our interest rate risk primarily arises from fluctuations in the London Interbank Offered Rate, or LIBOR, and the Australian Bank Bill Swap Bid Rate in relation to US$—and A$—denominated borrowings. Our lending rates may increase in the future as a result of factors beyond our control and may result in an adverse effect on our financial condition and results of operations.

Coronado Global Resources Inc. is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.

        As a holding company, our principal source of cash flow is distributions from our subsidiaries. Therefore, our ability to fund and conduct our business, service our debt, and pay dividends, if any, in the future will depend on the ability of our subsidiaries to generate sufficient cash flow to make

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upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they are wholly-owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends, or otherwise. The ability of our subsidiaries to distribute cash to us will also be subject to, among other things, restrictions that may be contained in our subsidiary agreements (as entered into from time to time), availability of sufficient funds in such subsidiaries and applicable laws and regulatory restrictions. Claims of any creditors of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our creditors and stockholders. To the extent the ability of our subsidiaries to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt, and pay dividends, if any, could be harmed.

Risks Related to Ownership of Our Securities

We are subject to general market risks that are inherent to companies with publicly-traded securities and the price of our securities may be volatile.

        We are subject to the general market risk that is inherent in all securities traded on a securities exchange. This may result in fluctuations in the trading price of our securities that are not explained by our fundamental operations and activities. There is no guarantee that the price of our securities will increase in the future, even if our earnings increase.

        Our securities may trade at, above or below the price paid by an investor for those securities due to a number of factors, including, among others:

    general market conditions, including investor sentiment;

    movements in interest and exchange rates;

    fluctuations in the local and global market for listed stocks;

    actual or anticipated fluctuations in our interim and annual results and those of other public companies in our industry;

    industry cycles and trends;

    mergers and strategic alliances in the coal industry;

    changes in government regulation;

    potential or actual military conflicts or acts of terrorism;

    changes in accounting principles;

    announcements concerning us or our competitors;

    changes in government policy, legislation or regulation;

    inclusion of our securities in or removal from particular market indices (including S&P/ASX indices); and

    the nature of the markets in which we operate.

        Other factors that may negatively affect investor sentiment and influence us, specifically, or the stock market, more generally, include acts of terrorism, an outbreak of international hostilities, fires, floods, earthquakes, labor strikes, civil wars, natural disasters, outbreaks of disease or other man-made or natural events.

        Stock markets have experienced extreme price and volume fluctuations in the past that are often disproportionate or unrelated to the operating performance of companies. There can be no guarantee that trading prices and volumes of any securities will be sustained. These factors may materially affect

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the market price of our securities, regardless of our operational performance. No guarantee can be given by us in respect of the payment of dividends, any returns of capital or the market value of our securities. Such issues are dependent on our performance, the control of costs and the need for working capital and other funding requirements.

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

        Our amended and restated certificate of incorporation, or certificate of incorporation, authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock with respect to dividends and distributions, as our Board of Directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we have granted to the holder of the Series A Share the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Granting of similar rights, other repurchase or redemption rights or liquidation preferences to future holders of preferred stock could affect the residual value of the common stock.

Insiders have substantial control over us and are able to influence corporate matters.

        Coronado Group LLC and the EMG Group have significant influence over us, including control over decisions that require the approval of stockholders, which could limit the ability of other stockholders to influence the outcome of stockholders votes.

        As of March 31, 2019, the EMG Group indirectly held approximately 80% of our outstanding shares of common stock. Therefore, the EMG Group will have effective control over the outcome of votes on all matters requiring approval by stockholders. The interests of the EMG Group could conflict with or differ from our interests or the interests of other stockholders. For example, the concentration of ownership held by the EMG Group could delay, deter or prevent a change in control of us or impede a merger, takeover or other business combination which may otherwise be favorable for us. In addition, pursuant to the terms of the Stockholder's Agreement that we and Coronado Group LLC have entered into, so long as it beneficially owns in the aggregate at least 25% of the outstanding shares of our common stock, the EMG Group will have the ability to exercise substantial control over certain of our transactions, including change of control transactions, such as mergers and capital and debt raising transactions. See Item 11. "Description of Registrant's Securities to be Registered" for a description of the Stockholder's Agreement.

        Further, pursuant to the terms of the share of preferred stock Series A, par value $0.01 per share, of the Company that we issued to Coronado Group LLC, or the Series A Share, Coronado Group and the EMG Group or its successors or permitted assigns, as the beneficial owner of the Series A Share, at its option, will have the ability to elect a specified number of directors, or the Series A Directors, based on the EMG Group's aggregate level of beneficial ownership of shares of our common stock. For more details on the ability of Coronado Group and the EMG Group to elect Series A Directors, as well as the rights of stockholders to participate in the removal of any such Series A Directors, see Item 11. "Description of Registrant's Securities to be Registered."

        Moreover, the EMG Group's beneficial ownership of shares of our common stock may also adversely affect the price of our common stock to the extent investors perceive disadvantages in owning common stock of a company with a controlling stockholder. In addition, the EMG Group is in the business of making investments in companies and may, from time to time, acquire interests in businesses that directly or indirectly compete with us, as well as businesses of our existing or potential significant customers. The EMG Group may acquire or seek to acquire assets that we seek to acquire

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and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue, and as a result, the interests of the EMG Group may not align with the interests of our other stockholders.

Our non-employee directors and their respective affiliates, including the EMG Group, may be able to take advantage of a corporate opportunity that would otherwise be available to us.

        The corporate opportunity and related party transactions provisions in our certificate of incorporation could enable any of our non-employee directors or their respective affiliates, including the EMG Group, to benefit from corporate opportunities that might otherwise be available to us. Subject to the limitations of applicable law, our certificate of incorporation, among other things, will:

    permits us to enter into transactions with entities in which one or more non-employee directors are financially or otherwise interested;

    permits any non-employee director or his or her affiliates to conduct a business that competes with us and to make investments in any kind of property in which we may make investments; and

    provide that if any non-employee director becomes aware of a potential business opportunity, transaction or other matter (other than one expressly offered to that non-employee director solely in his or her capacity as our director), that non-employee director will have no duty to communicate or offer that opportunity to us, and will be permitted to communicate or offer that opportunity to his or her affiliates and pursue or acquire such opportunity for himself or herself, and that non-executive director will not be deemed to have acted in a manner inconsistent with his or her fiduciary or other duties to us or our stockholders regarding the opportunity or acted in bad faith or in a manner inconsistent with our and our stockholders' best interests.

        These provisions enable a corporate opportunity that would otherwise be available to us to be taken by or used for the benefit of the non-employee directors or their respective affiliates, which include the EMG Group as a result of the rights granted to it under the Stockholder's Agreement.

The EMG Group has the right, subject to certain conditions, to require us to register the sale of its shares of our common stock (including in the form of CDIs) under the Securities Act of 1933, or to otherwise cause us to cooperate in a sell-down.

        Pursuant to the Registration Rights and Sell-Down Agreement, dated as of September 24, 2018, between us and Coronado Group LLC, or the Registration Rights and Sell-Down Agreement, Coronado Group LLC (or its successors or permitted assigns or transferees) has the right, subject to certain conditions, to require us to register the sale of its shares of our common stock or CDIs under the Securities Act of 1933, or the Securities Act, or to cause us to cooperate in the sell-down of its shares of our common stock or CDIs. By exercising its registration rights and selling a large number of shares or CDIs, Coronado Group LLC could cause the prevailing market price of our common stock to decline. See Item 11. "Description of Registrant's Securities to be Registered—Registration Rights and Sell-Down Agreement."

The issuance of additional common stock or securities convertible into our common stock could result in dilution of the ownership interest in us held by existing stockholders.

        We may issue more CDIs in the future in order to fund acquisitions or investments or to reduce our debt. While we will be subject to the constraints of the ASX Listing Rules regarding the percentage of our capital that we are able to issue within a 12-month period (subject to applicable exceptions), any such equity raisings may dilute the interests of investors.

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Other Business Risks

Provisions of our certificate of incorporation, bylaws and Delaware law could make a change of control of us more difficult.

        Provisions of our certificate of incorporation, our amended and restated bylaws, or bylaws, and Delaware law may make it more difficult to effect a change in control of us, which could adversely affect the price of our common stock. The existence of such provisions of our certificate of incorporation and bylaws and Delaware law could delay or prevent a change in control of us, even if that change would be beneficial to stockholders. The provisions of our certificate of incorporation and bylaws that may make acquiring control of us difficult, include provisions:

    giving our Board of Directors the ability to issue, from time to time, one or more series of preferred stock and, with respect to each such series, to fix the terms thereof by resolution;

    empowering only our Board of Directors to fill any vacancy on our Board of Directors (other than in respect of a Series A Director), whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

    requiring stockholders to hold at least a majority of the outstanding shares of our common stock to request special meetings (other than a special meeting for the purpose of removing a director, to request which requires a stockholder to hold at least 5% of the outstanding shares of our common stock);

    prohibiting stockholders from acting by written consent after such time that the EMG Group no longer beneficially owns in the aggregate shares representing at least a majority of the voting power of all shares of our capital stock generally entitled to vote for the election of directors other than any Series A Directors, or the Voting Stock;

    requiring approval of certain amendments to our certificate of incorporation and bylaws by at least two-thirds of the Voting Stock, effective after such time that the EMG Group no longer beneficially owns in the aggregate shares representing at least a majority of the Voting Stock;

    providing that the doctrine of 'corporate opportunity' will not apply to the EMG Group, any non-employee directors, or their respective affiliates; and

    setting forth advance notice procedures for holders of shares of our common stock to nominate directors and submit proposals for consideration at meetings of holders of shares of our common stock.

        We have elected not to be governed by Section 203 of the General Corporation Law of the State of Delaware, or the DGCL (or any successor provision thereto), until immediately following the time at which the EMG Group no longer beneficially owns in the aggregate shares of our common stock representing at least 10% of the Voting Stock, in which case we shall thereafter be governed by Section 203 if and for so long as Section 203 by its terms would apply to us. Section 203 provides that an interested stockholder, along with its affiliates and associates (i.e., a stockholder that has purchased greater than 15%, but less than 85%, of a company's outstanding voting stock (with some exclusions)), may not engage in a business combination transaction with the company for a period of three years after buying more than 15% of a company's outstanding voting stock unless certain criteria are met or certain other corporate actions are taken by the company.

        These provisions also could discourage proxy contests and make it more difficult for our stockholders to elect directors, other than candidates nominated by the Board of Directors, and take other actions. As a result, these provisions could make it more difficult for a third party to acquire us, even if doing so would benefit stockholders, which may also limit the price that investors are willing to pay in the future for our common stock. Even in the absence of a takeover attempt, the existence of

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these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging a takeover attempt in the future.

Our certificate of incorporation limits the personal liability of our directors for certain breaches of fiduciary duty.

        Our certificate of incorporation and bylaws include provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL. Specifically, our certificate of incorporation contains provisions limiting a director's personal liability to us and our stockholders to the fullest extent permitted by the DGCL. Furthermore, our certificate of incorporation provides that no director shall be liable to us and our stockholders for monetary damages resulting from a breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL. The principal effect of this limitation on liability is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability that cannot be eliminated under the DGCL. These provisions, however, should not limit or eliminate our right or any stockholder's right to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director's fiduciary duty. These provisions do not alter a director's liability under U.S. federal securities laws. The inclusion of these provisions in our certificate of incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.

A state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be, to the extent permitted by law, the sole and exclusive forum for substantially all state law based disputes between us and stockholders.

        Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, a state or federal court within the State of Delaware will be the sole and exclusive forum for:

    any derivative action or proceeding brought on our behalf;

    any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee or agent of the Company to the Company or the Company's stockholders or debtholders;

    any action or proceeding asserting a claim against the Company or any director or officer or other employee or agent of the Company arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws; or

    any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine or other "internal corporate claims" as defined in Section 115 of the DGCL.

        The choice of forum provision may limit a stockholder's ability to bring a claim against us or our directors, officers, employees or agents in a forum that it finds favorable, which may discourage stockholders from bringing such claims at all. Alternatively, if a court were to find the choice of forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in another forum, which could materially adversely affect our business, financial condition and results of operations. However, the choice of forum provision does not apply to any actions arising under the Securities Act or the Exchange Act.

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The historical financial statements as of and for the year ended December 31, 2018 and the pro forma financial information that we have included in this registration statement may not be representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results.

        Our financial statements as of and for the year ended December 31, 2018 and the pro forma financial information that we have included in this registration statement have been presented, in part, on a combined basis and include the historical accounts of the acquired assets and liabilities assumed in the Curragh acquisition. As a result, our historical financial statements as of and for the year ended December 31, 2018 and pro forma financial information may not necessarily reflect what our financial condition, results of operations or cash flows would have been had the acquisition occurred prior to the periods presented or those that we will achieve in the future.

        We have made certain assumptions with respect to the preparation of the pro forma financial information. Such assumptions may not prove to be accurate and, accordingly, our pro forma financial information may not be indicative of what its results of operations or financial condition actually would have been as an independent public company nor be a reliable indicator of what its results of operations and financial condition actually may be in the future. We urge you to carefully consider the basis on which the historical and pro forma financial information included herein was prepared and presented. See Item 2. "Financial Information—Selected Consolidated and Combined Historical and Pro Forma Financial Data" and "Financial Information—Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited financial statements and related notes thereto included elsewhere in this registration statement.

We may not have sufficient surplus or net profits in the future to pay dividends, and our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us or our dividend policy may change. As a result, we can give no assurance that dividends will be paid in the future.

        There is no guarantee with respect to the payment of dividends, returns of capital or the market value of our common stock. Investors should consider that their investment is speculative. We are a holding company and have no operations of our own. We hold interests in our various businesses through wholly-owned subsidiaries. Our ability to pay dividends depends on the ability of our subsidiaries to make cash available to us and our ability to fulfil requirements with respect to dividends under the DGCL. In addition, our dividend policy may change. See Item 9. "Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters—Dividends." If we do not have do not receive payments from our subsidiaries, we would be required to obtain funds from other sources to pay dividends. We cannot assure you that such funds will be available to us on favorable terms, or at all.

The requirements of being a public company in the United States and Australia may strain our resources, divert management's attention, and affect our ability to attract and retain executive management and qualified board members.

        Our CDIs are currently listed on the ASX and we are registered as a foreign company in Australia. As such we need to ensure continuous compliance with relevant Australian laws and regulations, including the ASX Listing Rules and certain provisions of the Corporations Act. Upon the effectiveness of this registration statement, we will become subject to the periodic reporting requirements of the Exchange Act.

        As a U.S. public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable securities laws, rules, and regulations. Compliance with these laws, rules, and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming,

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or costly, and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. In the absence of a waiver from the ASX Listing Rules, these SEC periodic reports will be in addition to our periodic filings required by the ASX Listing Rules. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures, and internal control over financial reporting to meet this standard, significant resources and management oversight will be required. As a result, management's attention may be diverted from other business concerns and our costs and expenses will increase, which could harm our business and results of operations. We will need to hire more employees in the future or engage outside consultants, which will increase our costs and expenses.

        In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from sales-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal, administrative, or other proceedings against us and our business may be harmed.

        We also expect that being a public company, and compliance with applicable rules and regulations, will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain the same level of coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers and members of our Board of Directors, particularly to serve on our audit committee and compensation committee.

        As a result of disclosure of information in this registration statement and in filings required of a public company, our business and financial condition will become more visible, which could be advantageous to, or harm our relationships with, our competitors, suppliers, manufacturers, retail partners, and customers. These disclosures may also make it more likely that we will experience an increase in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be harmed, and even if the claims are resolved in our favor the time and resources necessary to resolve them could divert the resources of our management and harm our business and results of operations.

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ITEM 2.    FINANCIAL INFORMATION.

SELECTED CONSOLIDATED FINANCIAL DATA

        The following tables present the selected consolidated financial and operating data as of and for the three months ended March 31, 2019, and as of and for each of the years ended December 31, 2018, 2017, 2016, 2015 and 2014 of the Company. The selected historical statements of operations data for the three months ended March 31, 2019 and balance sheet data as of March 31, 2019 have been derived from the historical unaudited consolidated financial statements of the Company included elsewhere in this registration statement. In the opinion of management, the historical unaudited consolidated financial statements of the Company were prepared on the same basis as the historical audited consolidated financial statements of the Company and include all adjustments necessary for a fair presentation of this information. The selected historical statements of operations data for the years ended December 31, 2018, 2017 and 2016 and balance sheet data as of December 31, 2018 and 2017 have been derived from the historical audited consolidated financial statements of the Company included elsewhere in this registration statement. The financial and operating data for the year ended December 31, 2018 incudes the data for Coronado Curragh Pty Ltd, or Coronado Curragh, since the date of the acquisition, March 29, 2018. The selected historical statements of operations data for the years ended December 31, 2015 and 2014, and balance sheet data as of December 31, 2016, 2015 and 2014 have been derived from historical consolidated financial statements of the Company not included in this registration statement.

        The data should be read in conjunction with the consolidated financial statements, related notes, and other financial information included therein. The selected consolidated financial and operating data are not necessarily indicative of the results that may be expected for any future period and should be read in conjunction with Item 2. "Financial Information—Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and accompanying notes included in this registration statement.

        See accompanying historical financial statements of Coronado Curragh, as well as the pro forma financial statements included elsewhere in this registration statement, which are included to give effect to the Curragh acquisition as if it had occurred as of January 1, 2018 and January 1, 2017, respectively.

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Statement of operations data:

 
  Three
Months
Ended
March 31,
2019
   
   
   
   
   
 
 
  Year Ended December 31,  
 
  2018   2017   2016   2015   2014  
 
   
  ($ in thousands, except per share amounts)
 

Revenue

  $ 591,879   $ 1,980,504   $ 768,244   $ 437,251   $ 227,685   $ 60,072  

Total costs and expenses

    448,901     1,647,424     616,479     401,197     283,324     90,079  

Operating income (loss)

    142,978     333,080     151,765     36,054     (55,639 )   (30,007 )

Interest income (expense), net

    (8,179 )   (57,978 )   (9,955 )   (98 )   (57 )   34  

Other, net

    4,031     (27,216 )   473     376     446     (64 )

Loss on debt extinguishment

        (58,085 )                

Total other income, net

    (4,148 )   (143,279 )   (9,482 )   278     389     (30 )

Net income (loss) before tax

    138,830     189,801     142,283     36,332     (55,250 )   (30,037 )

Income tax (expense) / benefit

    (42,010 )   (75,212 )                

Net income

    96,820     114,589     142,283     36,332     (55,250 )   (30,037 )

Less: Net loss attributable to noncontrolling interest

        (92 )   (70 )   (133 )   (8 )   (8 )

Net income (loss) attributable to stockholders

  $ 96,820   $ 114,681   $ 142,353   $ 36,465   $ (55,242 ) $ (30,029 )

Net income (loss) per share—basic and diluted

  $ 1.00   $ 0.21   $   $   $   $  

Balance Sheet Data:

 
   
  December 31,  
 
  March 31,
2019
 
 
  2018   2017   2016   2015   2014  
 
   
  ($ in thousands)
 

Total assets

  $ 2,138,906   $ 2,209,564   $ 951,792   $ 1,050,292   $ 439,819   $ 481,307  

Asset retirement obligations

    126,691     125,791     56,429     51,849     24,803     29,185  

Long term obligations

    705,817     577,355     238,207     104,455     72,830     83,101  

Total equity

    1,055,967     1,253,808     633,300     874,126     337,724     375,320  

        For the year ended December 31, 2018, earnings per share, or EPS, was calculated based on the 96,651,692 shares of common stock as if they had been outstanding from January 1, 2018 and is considered pro forma in nature.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements, including the historical financial statements for Coronado Curragh and our unaudited pro forma statement of operations, and the related notes to those statements included elsewhere in this registration statement. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under "Cautionary Notice Regarding Forward-Looking Statements" and "Risk Factors" and elsewhere in this registration statement. Some of the numbers included herein have been rounded for the convenience of presentation.

Overview

        We are a global producer, marketer and exporter of a full range of metallurgical coals. We own a portfolio of operating mines and development projects in Queensland, Australia and in Virginia, West Virginia and Pennsylvania in the United States.

        Our Australian Operations comprise the 100%-owned Curragh producing mine complex. Our U.S. Operations comprise three 100%-owned producing mine complexes (Buchanan, Logan and Greenbrier), two development properties (Pangburn-Shaner-Fallowfield and Russell County) and one idle property (Amonate). In addition to metallurgical coal, our Australian Operations sell thermal coal, which is used to generate electricity, to Stanwell. Our U.S. Operations also produce and sell some thermal coal that is extracted in the process of mining metallurgical coal.

        Our business profile primarily focuses on the production of metallurgical coal for the North American and seaborne export markets. In 2018, we produced and sold 17.4 MMt of coal. Metallurgical coal and thermal coal sales represented approximately 79% and 21%, respectively, of our total volume of coal sold for the year ended December 31, 2018.

        In accordance with ASC 280, Segment Reporting, we have adopted the following reporting segments: Curragh; Buchanan; Logan; and Greenbrier. In addition, "Corporate and other" is not a reporting segment but is disclosed for the purposes of reconciliation to our consolidated financial statements.

Factors Affecting Comparability of our Financial Statements

        Due to several factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief description of the key factors impacting the comparability of our results of operations.

Curragh Acquisition

        On March 29, 2018, we acquired Curragh from Wesfarmers for aggregate consideration, on the date of the transaction, of $563.8 million. The operating results of Curragh have been included in our consolidated financial statements since March 29, 2018.

Corporate Reorganization Transaction

        Prior to the Reorganization Transaction in August 2018, Coronado Group HoldCo LLC, the holding company of our Australian Operations, was a wholly-owned subsidiary of Coronado Group LLC. In connection with the Reorganization Transaction, (i) Coronado Group HoldCo LLC was converted into Coronado Global Resources Inc. in August 2018 and (ii) Coronado Group LLC contributed all of the equity ownership in our U.S. Operations to Coronado Coal Corporation, a

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wholly-owned subsidiary of Coronado Global Resources Inc. Immediately following the Reorganization Transaction, Coronado Global Resources Inc. remained a wholly-owned subsidiary of Coronado Group LLC, which is currently owned by the EMG Group and certain members of our management.

        The Company is a corporation for U.S. federal and state income tax purposes. The Company's accounting predecessor, Coronado Group LLC, was and is treated as a flow-through entity for U.S. federal income tax purposes and as such, has generally not been subject to U.S. federal income tax at the entity level. Accordingly, unless otherwise specified, the historical results of operations and other financial information set forth in this registration statement for periods prior to the incorporation of the Company and the Reorganization Transaction do not include any provision for U.S. income taxes.

        The Reorganization Transaction was treated as a combination of entities under common control in line with ASC 805, Business Combinations, whereby the receiving entity (the Company) recorded the contributed assets and liabilities at the carrying value of Coronado Group LLC. Prior to the Reorganization Transaction, the consolidated financial statements of the Company reflect the net assets and operations of Coronado Group LLC. The financial statements presented following the Reorganization Transaction are those of the receiving entity (the Company) and are retrospectively adjusted to present that entity as if it always held the net assets or equity interests previously held by the seller, Coronado Group LLC. As such, financial information (including comparatives) of the Company has been presented as a continuation of the pre-existing accounting values of assets and liabilities in Coronado Group LLC's financial statements.

Australian IPO

        On October 23, 2018, we completed an initial public offering on the ASX, pursuant to which the Company issued and sold the equivalent of 16,651,692 shares of common stock in the form of CDIs and the EMG Group sold the equivalent of 2,691,896.4 shares of common stock in the form of CDIs.

How We Evaluate Our Operations

        We evaluate our operations based on the volume of coal we can safely produce and sell in compliance with regulatory standards, and the prices we receive for our coal. Our sales volume and sales prices are largely dependent upon the terms of our coal sales contracts, for which prices generally are set based on daily index averages or on a quarterly basis.

        Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. These financial and operating metrics include: (i) safety and environmental metrics; (ii) sales volumes and average realized price per Mt sold, which we define as coal revenues divided by sales volume; (iii) average segment mining costs per Mt sold, which we define as cost of coal revenues divided by sales volumes; and (iv) average segment operating costs per Mt sold, which we define as segment operating costs divided by sales volumes.

        Coal revenues are shown on our statement of operations and comprehensive income exclusive of other revenues. Operating expenses are inclusive of cost of coal revenues, freight expense, Stanwell rebate and other royalties and exclude depreciation, depletion and amortization, and selling, general, and administrative expenses. Cost of coal revenues is shown on our statement of operations and comprehensive income exclusive of freight expense, Stanwell rebate, other royalties, depreciation, depletion and amortization and selling, general and administrative expenses. Cost of coal revenues excludes these cost components as our CODM does not view these costs as directly attributable to the production of coal. We believe our presentation of cost of coal revenues is useful to investors in providing an accurate view of the costs directly attributable to the production of coal in our mining costs segment. Additionally, for our international sales contracts, we typically bear the cost of freight from our mines to the applicable outbound shipping port, while freight costs from the port to the end

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destination are typically borne by the customer. For our domestic sales, customers typically bear the cost of freight. As such, freight expenses are excluded from cost of coal revenues to allow for consistency and comparability in evaluating our operating performance.

        The following discussion of our results of operations includes references to and analysis of Adjusted EBITDA, which is a financial measure not recognized in accordance with U.S. GAAP. Non-GAAP financial measures, including Adjusted EBITDA, are used by investors to measure our operating performance and lenders to measure our ability to incur and service debt.

        Adjusted EBITDA is defined as earnings before interest, tax, depreciation, depletion and amortization, other foreign exchange losses and loss on debt extinguishment. Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. A reconciliation of Adjusted EBITDA to its most directly comparable measure under U.S. GAAP is included below. In addition, we present Adjusted EBITDA on a supplemental pro forma basis. A reconciliation of Adjusted EBITDA, on a pro forma basis, to its most directly comparable measure under U.S. GAAP is included below.

        Segment Adjusted EBITDA is defined as Adjusted EBITDA by operating and reporting segment, adjusted for certain transactions, eliminations or adjustments that our CODM does not consider for making decisions to allocate resources among segments or assessing segment performance. Segment Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements such as investors, industry analysts and lenders to assess the operating performance of the business.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

Summary

        Our financial and operational highlights for the three months ended March 31, 2019:

    Tonnage sold totaled 5.0 MMt for the three months ended March 31, 2019, or 3.1 MMt higher than the three months ended March 31, 2018, predominantly due to the acquisition of Curragh.

    Coal markets remained buoyant during the three months ended March 31, 2019 as revenues averaged $6.50 per Mt higher compared to the three months ended March 31, 2018, primarily due to strong global demand and tighter supply dynamics, supported by the continued stability of global steel production.

    Net income increased by $120.5 million, from a net loss of $23.7 million for the three months ended March 31, 2018, to net income of $96.8 million for the three months ended March 31, 2019, reflecting increases in operating income, no loss on debt extinguishment, and lower other expenses, partly offset by income tax expense.

    Adjusted EBITDA for the three months ended March 31, 2019 totaled $183.1 million, an increase of $182.0 million, from Adjusted EBITDA of $1.1 million for the three months ended March 31, 2018, driven by factors mentioned above, including Curragh's earnings since the date of acquisition on March 29, 2018.

    Net cash provided by operating activities of $141.5 million was offset by capital expenditures of $28.3 million.

    During the three months ended March 31, 2019, we paid an aggregate dividend of $299.7 million, which was largely funded by available free cash and borrowings of $84.0 million.

    As of March 31, 2019, we had cash of $12.0 million (excluding restricted cash) and $266.0 million of availability under the Syndicated Facility Agreement.

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    During the three months ended March 31, 2019, China continued to enforce restrictions on imported Australian coal and to impose tariffs on imported coal from the United States. The impact of this ongoing and evolving policy on metallurgical coal markets is unclear at this stage, but the Company expects it is likely to have greater impacts on thermal coal than metallurgical coal exports. China's steel producers still require high-quality, low-impurity metallurgical coal, which is most economically sourced from the seaborne market. China remains the key driving force in pricing for metallurgical coal markets.
 
  Three Months
Ended March 31,
 
 
  2019   2018   $ Change   % Change  
 
  ($ in thousands)
 

Revenues:

                         

Coal revenues

  $ 581,798   $ 206,836   $ 374,962     181.3 %

Other revenues

    10,081     1,317     8,764     665.5 %

Total revenues

    591,879     208,153     383,726     184.3 %

Costs and expenses:

                         

Cost of coal revenues (exclusive of items shown separately below)

    269,559     119,311     150,248     125.9 %

Depreciation, depletion and amortization

    39,771     21,808     17,963     82.4 %

Freight expenses

    37,327     4,243     33,084     779.7 %

Stanwell rebate

    48,827         48,827     100.0 %

Other royalties

    44,348     15,292     29,056     190.0 %

Selling, general, and administrative expenses

    9,069     43,770     (34,701 )   (79.3 )%

Total costs and expenses

    448,901     204,424     244,477     119.6 %

Operating income

    142,978     3,729     139,249     3,734.2 %

Other income (expenses):

                         

Interest income

    403     20     383     1,915.0 %

Interest expense

    (8,582 )   (6,520 )   (2,062 )   31.6 %

Loss on debt extinguishment

        (3,905 )   3,905     (100.0 )%

Other, net income (expense)

    4,031     (24,455 )   28,486     (116.5 )%

Total other expenses, net

    (4,148 )   (34,860 )   30,712     (88.1 )%

Net income (loss) before tax

    138,830     (31,131 )   169,961     (546.0 )%

Income tax (expense) benefit

    (42,010 )   7,460     (49,470 )   (663.1 )%

Net income (loss)

    96,820     (23,671 )   120,491     (509.0 )%

Less: Net loss attributable to noncontrolling interest

        (2 )   2     (100.0 )%

Net income (loss) attributable to Coronado Global Resources Inc. 

  $ 96,820   $ (23,669 ) $ 120,493     (509.0 )%

Coal Revenues

        Coal revenues were $581.8 million for the three months ended March 31, 2019, an increase of $375.0 million, as compared to $206.8 million for the three months ended March 31, 2018. The addition of Curragh contributed $372.2 million in coal revenues for the three months ended March 31, 2019 that were not included within coal revenues for the three months ended March 31, 2018. Coal revenues for our operating segments in the United States (Buchanan, Logan and Greenbrier) of $209.6 million for the three months ended March 31, 2019 were largely in line with coal revenues of $206.8 million for the three months ended March 31, 2018.

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Other Revenues

        Other revenues were $10.1 million for the three months ended March 31, 2019, an increase of $8.8 million, as compared to $1.3 million for the three months ended March 31, 2018. The increase is predominantly related to the addition of Curragh, which recorded $8.6 million in other revenues relating to the amortization of the Stanwell non-market CSA liability recognized at the acquisition of Curragh.

Cost of Coal Revenues (Exclusive of Items Shown Separately Below)

        Cost of coal revenues are comprised of costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. Cost of coal revenues include items such as direct operating costs, which includes employee-related costs, materials and supplies, contractor services, coal handling and preparation costs and production taxes. Total cost of coal revenues for the Company were $269.6 million for the three months ended March 31, 2019, an increase of $150.2 million, as compared to $119.3 million for the three months ended March 31, 2018. Approximately $139.1 million of the increase was attributable to the addition of Curragh. The remaining $11.1 million increase was primarily driven by higher production costs for all three operating segments in the United States resulting from adverse geological mining conditions.

Depreciation, Depletion and Amortization

        Depreciation, depletion and amortization was $39.8 million for the three months ended March 31, 2019, an increase of $18.0 million, as compared to $21.8 million for the three months ended March 31, 2018. The increase was primarily a result of the addition of Curragh, which contributed $19.3 million in depreciation, depletion and amortization for the three months ended March 31, 2019, partially offset by lower depreciation expense associated with our operating segments in the United States (Buchanan, Logan and Greenbrier), predominantly due to certain assets that were retired in 2018 and lower depletion rates at Buchanan due to updated higher marketable reserves.

Freight Expenses

        The amount of freight expenses was $37.3 million for the three months ended March 31, 2019, an increase of $33.1 million, as compared to $4.2 million for the three months ended March 31, 2018. The increase is primarily made up of $35.6 million of Curragh related freight costs, which the business incurs on its port and rail contracts in contrast to our operating segments in the United States, where coal is predominantly sold F.O.R. The freight amount for our operating segments in the United States (Buchanan, Logan and Greenbrier) of $1.7 million for the three months ended March 31, 2019, decreased $2.5 million, as compared to $4.2 million for the three months ended March 31, 2018. The decrease is primarily driven by lower sales in the three months ended March 31, 2019 to customers that included freight arrangements where the Company paid the delivery costs.

Stanwell Rebate

        The Stanwell rebate of $48.8 million for the three months ended March 31, 2019 relates to a contractual arrangement entered into by Curragh and Stanwell, which requires rebate payments to Stanwell based on (i) export sales prices and tonnage from the Curragh North Mining Area and Curragh East Mining Area and (ii) run-of-mine, or ROM, tons mined in the Curragh 'Pit U East Area.' The export-based rebate consists of a price rebate and a tonnage rebate that changes based on a tiered volume calculation, as described in Item 1. "Business." The Stanwell rebate is captured within Adjusted EBITDA; however, it is presented in a separate line item in the statement of operations to cost of coal revenues.

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Other Royalties

        Other royalties was $44.3 million in the three months ended March 31, 2019, an increase of $29.1 million, as compared to $15.3 million in the three months ended March 31, 2018. The increase is attributed to the addition of Curragh, which contributed approximately $37.9 million in other royalty expense for the three months ended March 31, 2019. This increase was in part offset by a decrease in other royalties attributable to our U.S. Operations which decreased $8.9 million. This decrease was primarily due to a $6.4 million benefit on the CONSOL Energy contingent royalty due to lower sales volumes and average realized pricing for the three months ended March 31, 2019 compared to that estimate as of December 31, 2018.

Selling, General, and Administrative Expenses

        Selling, general and administrative cost was $9.1 million for the three months ended March 31, 2019, a decrease of $34.7 million, as compared to $43.8 million for the three months ended March 31, 2018. The decrease was due to specific one-off, non-recurring costs associated with the Curragh acquisition in March 2018 relating to stamp duty of $33.0 million and various professional service and legal fees of $4.7 million.

Interest Expense

        Interest expense, net of interest income, was $8.2 million for the three months ended March 31, 2019, an increase of $1.7 million, as compared to interest expense of $6.5 million for the three months ended March 31, 2018. Included within interest expense for the three months ended March 31, 2019 is $4.8 million relating to the accretion of the deferred consideration liability recognized on the purchase of the SRA on August 14, 2018, and $2.3 million finance charges related to commitment and financial guarantee fees incurred in relation to the Syndicated Facility Agreement. This was partially offset by a decrease in interest expense compared to the three months ended March 31, 2018, during which the Company incurred interest on a term loan established for the Curragh acquisition. This loan was repaid in full on March 29, 2018.

Loss on Debt Extinguishment

        For the three months ended March 31, 2018, the Company recognized a loss on debt extinguishment of $3.9 million relating to the extinguishment of a term loan established for the Curragh acquisition on March 29, 2018. There was no debt extinguishment cost for the three months ended March 31, 2019.

Other, Net

        Other, net income was $4.0 million for the three months ended March 31, 2019, a decrease of $28.5 million, as compared to other, net expense $24.5 million for the three months ended March 31, 2018. This decrease is primarily comprised of non-recurring costs incurred for the three months ended March 31, 2018 relating to the $15.7 million loss on the settlement of a foreign exchange swap recognized at the time of the Curragh acquisition and a fair value adjustment of $8.3 million on interest rate swaps that were in place during the three months ended March 31, 2018.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Summary

        Our financial and operational highlights for the year ended December 31, 2018:

    We acquired Curragh as of March 29, 2018. Financial results for Curragh are included from March 29, 2018 within the financial information for our financial statements.

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    Mt sold totaled 17.4 million for the year ended December 31, 2018, or 8.9 MMt higher than the year ended December 31, 2017, predominantly due to the acquisition of Curragh.

    Coal markets remained strong throughout 2018 as revenues averaged $21.35 per Mt higher in 2018 as compared to 2017, primarily due to strong global demand and tighter supply dynamics.

    Net income decreased by $27.7 million, from $142.3 million for the year ended December 31, 2017, to $114.6 million for the year ended December 31, 2018, reflecting increases in operating income, more than offset by increases in interest expense, loss on debt extinguishment, other and income tax expense.

    Adjusted EBITDA for the year ended December 31, 2018 totaled $477.0 million, an increase of $249.3 million, from $227.7 million for the year ended December 31, 2017, driven by factors mentioned above, including nine months of earnings of Curragh since the date of acquisition on March 29, 2018.

    Net cash provided by operating activities of $364.8 million was offset by capital expenditures of $114.3 million.

    As of December 31, 2018, we had cash of $124.7 million (excluding restricted cash) and $350.0 of undrawn facility available under the Syndicated Facility Agreement.

    Borrowings, excluding capital finance leases, outstanding from December 31, 2017 and additional funds borrowed for the Curragh acquisition in 2018 were fully repaid in October 2018.
 
  Year Ended December 31,  
 
  2018   2017   $ Change   % Change  
 
  ($ in thousands)
 

Revenues:

                         

Coal revenues

  $ 1,945,600   $ 756,385   $ 1,189,215     157.2 %

Other revenues

    34,904     11,859     23,045     194.3 %

Total revenues

    1,980,504     768,244     1,212,260     157.8 %

Costs and expenses:

                         

Cost of coal revenues (exclusive of items shown separately below)

    991,994     463,638     528,356     114.0 %

Depreciation, depletion and amortization

    162,117     75,503     86,614     114.7 %

Freight expenses

    117,699     15,880     101,819     641.2 %

Stanwell rebate

    127,692         127,692      

Other royalties

    181,715     39,665     142,050     358.1 %

Selling, general, and administrative expenses

    66,207     21,793     44,414     203.8 %

Total costs and expenses

    1,647,424     616,479     1,030,945     167.2 %

Operating income

    333,080     151,765     181,315     119.5 %

Other income (expenses):

                         

Interest income

    2,029     168     2,029     100.0 %

Interest expense

    (60,007 )   (10,123 )   (50,052 )   502.8 %

Loss on debt extinguishment

    (58,085 )       (58,085 )    

Other, net

    (27,216 )   473     (27,689 )   (5,853.9 )%

Total other income (expense), net

    (143,279 )   (9,482 )   (133,797 )   1,411.1 %

Net income before tax

    189,801     142,283     47,518     33.4 %

Income tax expense

    (75,212 )       (75,212 )   100.0 %

Net income

    114,589     142,283     (27,694 )   (19.5 )%

Less: Net loss attributable to noncontrolling interest

    (92 )   (70 )   (22 )   31.4 %

Net income attributable to Coronado Global Resources Inc. 

  $ 114,681   $ 142,353   $ (27,672 )   (19.4 )%

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Coal Revenues

        Coal revenues were $1,945.6 million for the year ended December 31, 2018, an increase of $1,189.2 million, as compared to $756.4 million for the year ended December 31, 2017. The addition of Curragh contributed $1,136.1 million in coal revenues for the year ended December 31, 2018 that were not included within coal revenues for the year ended December 31, 2017. Coal revenues for our operating segments in the United States (Buchanan, Logan and Greenbrier) of $809.5 million for the year ended December 31, 2018, were $53.1 million higher than coal revenues of $756.4 million for the year ended December 31, 2017. The increase in sales for the operating segments in the United States was driven by higher average realized prices partially offset by a reduction in sales volumes due to reduced availability of third-party raw coal for purchase, processing and resale, and lower production related to lower clean coal yield resulting from changes in mining conditions.

Other Revenues

        Other revenues were $34.9 million for the year ended December 31, 2018, an increase of $23.0 million, as compared to $11.9 million for the year ended December 31, 2017. The increase is predominantly related to the addition of Curragh, which recorded $28.3 million in other revenues relating to the amortization of the Stanwell non-market CSA liability recognized at the acquisition of Curragh for the year ended December 31, 2018. The increase related to the addition of Curragh was partially offset by $6.5 million lower other revenues for the operating segments in the United States for the year ended December 31, 2018 compared to 2017. In the United States, we generally sell coal on a F.O.R. basis where the freight is arranged and paid for directly by the customer. However, in 2017, we had several contracts with customers that had terms of F.O.B vessel rather than F.O.R. Due to the contract terms, rail revenue is recorded when the customer is billed for the cost to ship the coal to the vessel. We did not have similar contracts in 2018.

Cost of Coal Revenues (Exclusive of Items Shown Separately Below)

        Cost of coal revenues are comprised of costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. Cost of coal revenues include items such as direct operating costs which includes employee-related costs, materials and supplies, contractor services, coal handling and preparation costs and production taxes. Total cost of coal revenues for the Company were $992.0 million for the year ended December 31, 2018, an increase of $528.4 million, as compared to $463.6 million for the year ended December 31, 2017. Approximately $491.8 million of the increase was attributable to the addition of Curragh. The remaining $36.6 million increase was primarily attributed to increases in the average mining costs per Mt sold. The increase in the average mining costs per Mt sold was predominantly driven by lower overall production for our U.S. Operations during the year ended December 31, 2018 compared to the year ended December 31, 2017.

Depreciation, Depletion and Amortization

        Depreciation, depletion and amortization was $162.1 million for the year ended December 31, 2018, an increase of $86.6 million, as compared to $75.5 million for the year ended December 31, 2017. The increase was primarily a result of the addition of Curragh, which contributed approximately $77.5 million in depreciation, depletion and amortization for the year ended December 31, 2018, and by higher depreciation expense associated with our operating segments in the United States (Buchanan, Logan and Greenbrier), predominantly driven by a large credit adjustment relating to a change in estimate of the asset retirement obligation, or ARO, recorded for the year ended December 31, 2017 of $6.4 million compared to $0.2 million for the year ended December 31, 2018.

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Freight Expenses

        The amount of freight expenses was $117.7 million for the year ended December 31, 2018, an increase of $101.8 million, as compared to $15.9 million for the year ended December 31, 2017. The increase is primarily made up of $106.3 million of Curragh related freight costs, which the business incurs on its port and rail contracts in contrast to our operating segments in the United States, where coal is predominantly sold F.O.R. The freight amount for our operating segments in the United States (Buchanan, Logan and Greenbrier) of $11.4 million for the year ended December 31, 2018 decreased $4.7 million, as compared to $15.9 million for the year ended December 31, 2017. The decrease is primarily driven by lower sales in 2018 to customers that included freight arrangements where the Company paid the delivery costs.

Stanwell Rebate

        The Stanwell rebate of $127.7 million for the year ended December 31, 2018 relates to a contractual arrangement entered into by Curragh and Stanwell, which requires rebate payments to Stanwell based on (i) export sales prices and tonnage from the Curragh North Mining Area and Curragh East Mining Area and (ii) ROM tons mined in the Curragh 'Pit U East Area.' The export-based rebate consists of a price rebate and a tonnage rebate that changes based on a tiered volume calculation, as described in Item 1. "Business." The Stanwell rebate is captured within Adjusted EBITDA; however, it is presented in a separate line item in the statement of operations to cost of coal revenues.

Other Royalties

        Other royalties was $181.7 million in the year ended December 31, 2018, an increase of $142.0 million, as compared to $39.7 million in the year ended December 31, 2017. The increase is partially attributed to the addition of Curragh, which contributed approximately $120.0 million in other royalty expense for the year ended December 31, 2018. The remaining increase was primarily attributable to our U.S. Operations royalties, which increased $22.1 million. This increase was predominantly driven by increased prices with the largest individual royalty increase of $16.0 million relating to the CONSOL Energy contingent royalty.

Selling, General, and Administrative Expenses

        Selling, general and administrative cost was $66.2 million for the year ended December 31, 2018, an increase of $44.4 million, as compared to $21.8 million for the year ended December 31, 2017. The increase is driven by cost incurred as a result of the Curragh acquisition, most significantly stamp duty cost of $33.0 million and $8.1 million in professional service and legal fees.

Interest Expense

        Interest expense, net of interest income, was $58.0 million for the year ended December 31, 2018, an increase of $48.0 million, as compared to interest expense of $10.0 million for the year ended December 31, 2017. This increase in interest expense was primarily attributable to the interest expense recognized on the $700 million term loan facility which the Company entered into on March 29, 2018 for the Curragh acquisition and repaid on October 24, 2018. In addition, included within interest expense for the year ended December 31, 2018 is $7.3 million relating to the accretion of the deferred consideration liability recognized on the purchase of the SRA on August 14, 2018.

Loss on Debt Extinguishment

        Loss on debt extinguishment was $58.1 million for the year ended December 31, 2018 and related to the write off of deferred financing costs incurred with an asset backed loan established in June 2017

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and the $700 million term loan established for the Curragh acquisition. These debt facilities were repaid on October 23, 2018 and October 24, 2018, respectively, at which point the outstanding deferred financing cost were written off. No debt extinguishment cost was recorded for the year ended December 31, 2017.

Other, Net

        Other, net expense was $27.2 million for the year ended December 31, 2018, an increase of $27.7 million, as compared to other, net income $0.5 million for the year ended December 31, 2017. This increase in expenses is primarily comprised of a $15.7 million loss on the settlement of a foreign exchange swap recognized at the time of the Curragh acquisition and $9.0 million of foreign exchange losses with respect to A$ denominated monetary assets and liabilities, excluding assets relating to U.S. dollar coal sales for which foreign exchange gains or losses are recognized in coal sales revenue.

Pro Forma Year Ended December 31, 2018 Compared to Pro Forma Year Ended December 31, 2017

Basis of Presentation

        To facilitate comparability, the section below sets forth our unaudited consolidated pro forma results for the year ended December 31, 2018, which have been derived from the unaudited consolidated pro forma statements of operations included elsewhere herein and give effect to each of the Curragh acquisition and the Reorganization Transaction as if they had occurred on January 1, 2018. The unaudited consolidated pro forma results for the year ended December 31, 2017 have been derived from the unaudited consolidated pro forma statements of operations included elsewhere herein and give effect to each of the Curragh acquisition and the Reorganization Transaction as if they had occurred on January 1, 2017.

        The unaudited consolidated pro forma statements of operations do not reflect the costs of any integration activities or benefits. The unaudited pro forma adjustments are based upon current available information and assumptions that we believe to be reasonable and have been prepared in accordance with applicable SEC rules and regulations. Refer to the "Unaudited Pro Forma Combined Financial Information" included in this registration statement for further information regarding the presentation of pro forma financial information.

Summary

        Our pro forma financial and operational highlights for the year ended December 31, 2018:

    Pro forma Mt sold totaled 20.2 million for the year ended December 31, 2018, or 0.6 MMt lower than the year ended December 31, 2017, predominantly due to lower sales volumes at Curragh and Logan. Lower sales volumes at Curragh were a result of rail disruptions during the year ended December 31, 2018. Sales volumes were lower at Logan due to production shortfalls that mainly occurred towards the end of year ended December 31, 2018.

    Coal markets remained strong throughout as revenues averaged $9.43 per Mt higher in 2018 as compared to 2017, primarily due to strong global demand and tighter supply dynamics.

    Pro forma net income decreased by $68.9 million, from $237.9 million for the year ended December 31, 2017 to $168.9 million for the year ended December 31, 2018, reflecting a decrease in pro forma operating income, and expenses related to the one-off loss on debt extinguishment and other foreign exchange losses incurred during the year ended December 31, 2018.

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    Pro forma Adjusted EBITDA for the year ended December 31, 2018 totaled $598.6 million, a decrease of $0.2 million, from $598.8 million for the year ended December 31, 2017. Consistent performance results from higher prices offsetting lower volumes sold as discussed above.
 
  Year Ended December 31,  
 
  2018   2017   $ Change   % Change  
 
  ($ in thousands)
 

Revenues:

                         

Coal revenues

  $ 2,259,094   $ 2,130,209   $ 128,885     6.1 %

Other Revenues

    37,910     43,302     (5,392 )   (12.5 )%

Total Revenues

    2,297,004     2,173,511     123,493     5.7 %

Cost and expenses:

   
 
   
 
   
 
   
 
 

Cost of coal revenues (exclusive of items shown separately below)

    1,137,500     1,072,857     64,643     6.0 %

Depreciation, depletion and amortization

    184,352     165,579     18,772     11.3 %

Freight expense

    154,521     160,865     (6,344 )   (3.9 )%

Stanwell rebate

    170,819     146,996     23,823     16.2 %

Other royalty expenses

    210,958     171,607     39,351     22.9 %

Selling, general, and administrative expenses

    29,901     24,676     5,225     21.2 %

Total costs and expenses

    1,888,051     1,742,580     145,470     8.3 %

Operating income

    408,953     430,931     (21,977 )   (5.1 )%

Other income (expenses):

                         

Interest income

    2,029     373     1,656     444.0 %

Interest expense

    (65,652 )   (68,241 )   2,589     (3.8 )%

Loss on debt extinguishment

    (54,180 )       (54,180 )   100.0 %

Other, net

    (3,737 )   2,291     (6,028 )   (263.1 )%

Total other income (loss), net

    (121,540 )   (65,577 )   (55,963 )   85.3 %

Income before tax

    287,413     365,354     (77,940 )   (21.3 )%

Income tax expense

    (118,488 )   (127,495 )   9,007     (7.1 )%

Net income

    168,925     237,859     (68,933 )   (29.0 )%

Less: Net loss attributable to noncontrolling interest          

    (92 )   (70 )   (22 )   31.4 %

Net income (loss) attributable to Coronado Global Resources Inc. 

  $ 169,017   $ 237,929   $ (68,911 )   (29.0 )%

Pro Forma Coal Revenues

        Coal revenues were $2,259.1 million for the year ended December 31, 2018, an increase of $128.9 million, as compared to $2,130.2 million for the year ended December 31, 2017. Coal revenues for Curragh of $1,449.6 million for the year ended December 31, 2018 were $75.8 million higher than coal revenues of $1,373.8 million for the year ended December 31, 2017. Revenue for Curragh was higher, despite lower sales volumes, due to higher average realized prices. Coal revenues for our operating segments in the United States (Buchanan, Logan and Greenbrier) of $809.5 million for the year ended December 31, 2018 were $53.1 million higher than coal revenues of $756.4 million for the year ended December 31, 2017. The increase in coal revenues for our operating segments in the United States was driven by higher average realized prices partially offset by a reduction in sales volumes due to reduced availability of third-party raw coal for purchase, processing and resale, and lower production related to lower clean coal yield resulting from changes in mining conditions.

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Pro Forma Other Revenues

        Other revenues were $37.9 million for the year ended December 31, 2018, a decrease of $5.4 million, as compared to $43.3 million for the year ended December 31, 2017. The majority of the decrease, $5.1 million, is related to changing freight arrangements with customers as we were no longer required to pay rail freight for customers in 2018. In 2017, this rail freight charge was passed onto customers at a small mark-up and recorded in other revenues.

Pro Forma Cost of Coal Revenues (Exclusive of Items Shown Separately Below)

        Cost of coal revenues are comprised of costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. Cost of coal revenues include items such as direct operating costs which includes employee-related costs, materials and supplies, contractor services, coal handling and preparation costs and production taxes. Cost of coal revenues were $1,137.5 million for the year ended December 31, 2018, an increase of $64.6 million, as compared to $1,072.9 million for the year ended December 31, 2017. Approximately $28.2 million of the increase was primarily attributed to increases in the average cost per Mt sold. The increase in the average cost per Mt sold was predominantly driven by lower overall production for our U.S. Operations, predominantly Buchanan, during the year ended December 31, 2018 compared to the year ended December 31, 2017. Mining conditions at Buchanan were more difficult in 2018 due to geological conditions in the northern area of the mine which resulted in lower production and higher per Mt costs.

Pro Forma Depreciation, Depletion and amortization

        Depreciation, depletion and amortization was $184.4 million for the year ended December 31, 2018, an increase of $18.8 million, as compared to $165.6 million for the year ended December 31, 2017. The increase was primarily a result of additional capital expenditure over the periods shown, resulting in increased depreciation, and by higher depreciation expense associated with our U.S. Operations, predominantly driven by a large credit adjustment relating to a change in estimate of the ARO recorded for the year ended December 31, 2017 of $6.4 million compared to $0.2 million for the year ended December 31, 2018.

Pro Forma Freight Expenses

        The amount of Freight expenses was $154.5 million for the year ended December 31, 2018, a decrease of $6.3 million, as compared to $160.9 million for the year ended December 31, 2017. The decrease is primarily driven by changing freight arrangements with customers for our U.S. Operations as we were no longer required to pay rail freight for customers.

Pro Forma Stanwell Rebate

        The Stanwell rebate was $170.8 million for the year ended December 31, 2018, an increase of $23.8 million, as compared to $147.0 million for the year ended December 31, 2017. The increase is driven primarily from higher realized pricing for Curragh's export sales in 2018 versus 2017. In accordance with the export rebate arrangements governed by the CSA, a percentage of realized export prices above an agreed reference price as well as certain other tonnage rebates are required to be passed on to Stanwell.

Pro Forma Other Royalties

        Other royalties were $211.0 million in the year ended December 31, 2018, an increase of $39.4 million, as compared to $171.6 million in the year ended December 31, 2017. The increase is partially attributable to our operating segments in the United States (Buchanan, Logan and Greenbrier) royalties, which increased $22.1 million. This increase was predominantly driven by

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increased realized prices with the largest individual royalty increase of $16.0 million relating to the CONSOL Energy contingent royalty. The remaining increase of $17.3 million relates to Curragh royalties, which also increased due to higher realized prices.

Pro Forma Selling, General, and Administrative Expenses

        Selling, general and administrative cost was $29.9 million for the year ended December 31, 2018, an increase of $5.2 million, compared to $24.7 million for the year ended December 31, 2017. The increase is primarily driven by increased costs at Curragh, mainly relating to professional service fees, including legal fees, incurred during the year.

Pro Forma Interest Expense

        Interest expense, net of interest income, was $63.6 million for the year ended December 31, 2018, a decrease of $4.2 million, as compared to interest expense of $67.9 million for the year ended December 31, 2017. This decrease in interest expense was primarily attributable to the repayment of the $700 million term loan on October 24, 2018. For pro forma purposes, this loan was outstanding from January 1, 2017. The decrease in interest expense was partially offset by a $7.3 million charge in 2018 relating to the accretion of the deferred consideration liability recognized on the purchase of the SRA on August 14, 2018.

Pro Forma Loss on Debt Extinguishment

        Loss on debt extinguishment was $54.2 million for the year ended December 31, 2018 and related to the write off of deferred financing costs incurred with a senior debt facility established in June 2017, which we repaid in March 2018, and the $700 million term loan established in March 2018 for the Curragh acquisition, which we repaid on October 24, 2018, at which point the outstanding deferred financing cost was expensed. No debt extinguishment cost was recorded for the year ended December 31, 2017.

Pro Forma Other, net

        Other, net expense was $3.7 million for the year ended December 31, 2018, an increase of $6.0 million, as compared to other, net income $2.3 million for the year ended December 31, 2017. This increase in expenses is primarily comprised of $9.0 million of foreign exchange losses with respect to A$ denominated monetary assets and liabilities in 2018.

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Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

 
  Year Ended December 31,  
 
  2017   2016   $ Change   % Change  
 
  ($ in thousands)
 

Revenues:

                         

Coal revenues

  $ 756,385   $ 433,966   $ 322,419     74.3 %

Other revenues

    11,859     3,285     8,574     261.0 %

Total revenues

    768,244     437,251     330,993     75.7 %

Costs and expenses:

                         

Cost of coal revenues (exclusive of items shown separately below)

    463,638     290,725     172,913     59.5 %

Depreciation, depletion and amortization

    75,503     59,737     15,766     26.4 %

Freight expenses

    15,880     5,447     10,433     191.5 %

Stanwell rebate

                 

Other royalties

    39,665     32,344     7,321     22.6 %

Selling, general, and administrative expenses

    21,793     12,944     8,849     68.4 %

Total costs and expenses

    616,479     401,197     215,282     53.7 %

Operating income

    151,765     36,054     115,711     320.9 %

Other income (expenses):

                         

Interest income

    168     94     (94 )   (100.0 )%

Interest expense

    (10,123 )   (192 )   (9,763 )   5,084.9 %

Loss on debt extinguishment

                 

Other, net

    473     376     97     25.8 %

Total other income (expense), net

    (9,482 )   278     (9,760 )   (3,510.8 )%

Net income before tax

    142,283     36,332     105,951     291.6 %

Income tax expense

                     

Net income

    142,283     36,332     105,951     291.6 %

Less: Net loss attributable to noncontrolling interest

    (70 )   (133 )   63     (47.4 )%

Net income attributable to Coronado Global Resources Inc. 

  $ 142,353   $ 36,465   $ 105,888     290.4 %

Coal Revenues

        Coal revenues were $756.4 million for the year ended December 31, 2017, compared to $434.0 million for the year ended December 31, 2016. The $322.4 million increase was attributable to a 2.8 million tons increase in sales volumes and a $13.7 per Mt higher average sales price. The increase in tons sold was primarily driven by the March 31, 2016 Buchanan acquisition, providing an additional quarter of coal revenues at our Buchanan segment in 2017 compared to 2016. The higher average sales price per Mt sold in the 2017 period was primarily the result of a tighter supply-demand balance in the domestic and international metallurgical coal markets that we serve. The global metallurgical coal benchmark prices for coking coal increased by more than 200% period-to-period.

Other Revenues

        Other revenues increased $8.6 million to $11.9 million for the year ended December 31, 2017, compared to $3.3 million for the year ended December 31, 2016, primarily as a result of an increase in rail revenues. Several contracts with customers have terms of F.O.B. vessel rather than F.O.R. Due to the contract terms, rail revenue is recorded when the customer is billed for the cost to ship the coal to

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the vessel. These terms were not in place during 2016. Additionally, freight revenues increased compared to the prior year as the Company has subleased throughput capacity under a terminal services agreement to third parties. The Company did not sublease throughput capacity under this agreement in the year ending December 31, 2017.

Cost of Coal Revenues (Exclusive of Items Shown Separately Below)

        Cost of coal revenues are comprised of costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. Cost of coal revenues include items such as direct operating costs which includes employee-related costs, materials and supplies, contractor services, coal handling and preparation costs and production taxes. Total cost of coal revenues for the Company were $463.6 million for the year ended December 31, 2017, or $172.9 million higher than the $290.7 million for the year ended December 31, 2016. Total costs of coal revenues per Mt sold were $54.5 per Mt for the year ended December 31, 2017, compared to $51.0 per Mt for the year ended December 31, 2016. The increase in the cost of coal sold was driven by higher production volumes and a change in production mix as the year ended December 31, 2017 reflects twelve months' production from Buchanan versus nine months' production in the year ended December 31, 2016.

Depreciation, Depletion and Amortization

        Depreciation, depletion and amortization increased $15.8 million in the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase is primarily driven by increased depreciation, depletion and amortization expenses incurred at the Buchanan segment. Because the Buchanan acquisition closed on March 31, 2016, only nine months of expenses were incurred in the year ended December 31, 2016. This resulted in an increase in production as well as overall fixed assets on the balance sheet. Additionally, as a result of the stronger benchmark pricing, the Company increase capital expenditures for production expansion. Depreciation, depletion and amortization for the year ended December 31, 2017 also included a large credit adjustment relating to a change in estimate of the ARO.

Selling, General, and Administrative Expenses

        The amount of selling, general and administrative costs was $21.8 million for the year ended December 31, 2017, an increase of $8.8 million compared to the year ended December 31, 2016. The $8.8 million increase is primarily driven by increased selling, general and administration expenses incurred at the Buchanan segment. Because the Buchanan acquisition closed on March 31, 2016, only nine months of expense were incurred in the year ended December 31, 2016. In addition, the increased costs included professional services fees relating to consulting services to prepare for future growth, expansion of staffing, SAP implementation, and fees related to the term loan.

Interest Expense

        Interest expense, net of interest income, of $10.0 million for the year ended December 31, 2017 is an increase of $9.8 million from the amount incurred during the year ended December 31, 2016. This increase in interest expense is primarily comprised of interest on the asset-backed loan.

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Supplemental Segment Financial Data

        The following table presents supplemental financial data by operating segment for the three months ended March 31, 2019 compared to the three months ended March 31, 2018:

 
  For Three Months Ended March 31,  
 
  2019   2018   $ Change   % Change  
 
  ($ in thousands, except per Mt amounts)
 

Segment Sales volumes (MMt)

                         

Curragh

    3.1         3.1     100.0 %

Buchanan

    1.2     1.1     0.1     9.1 %

Logan

    0.7     0.6     0.1     16.7 %

Greenbrier

    0.1     0.2     (0.1 )   (50.0 )%

Total sales volumes

    5.0     1.9     3.1        

Segment Revenues:

                         

Curragh

    381,375         381,375     100.0 %

Buchanan

    122,724     134,209     (11,485 )   (8.6 )%

Logan

    74,309     54,051     20,258     37.5 %

Greenbrier

    13,471     19,893     (6,422 )   (32.3 )%

Total Consolidated Revenues

    591,879     208,153     383,726        

Segment Coal Revenues:

                         

Curragh

    372,242         372,242     100.0 %

Buchanan

    122,689     134,171     (11,482 )   (8.6 )%

Logan

    73,518     53,425     20,093     37.6 %

Greenbrier

    13,349     19,240     (5,891 )   (30.6 )%

Total Consolidated Coal Revenues

    581,798     206,836     374,962        

Segment Average realized price per Mt sold:

                         

Curragh

    121.7              

Buchanan

    104.8     116.9     (12.1 )   (10.4 )%

Logan

    109.1     86.4     22.7     26.3 %

Greenbrier

    120.3     102.9     17.4     16.9 %

Segment Mining Costs:

                         

Curragh

    139,096         139,096     100.0 %

Buchanan

    65,681     57,407     8,274     14.4 %

Logan

    51,051     44,335     6,716     (15.1 )%

Greenbrier

    13,731     17,569     (3,838 )   (21.8 )%

Total Mining Costs

    269,559     119,311     150,248        

Segment Mining Costs per Mt sold:

                         

Curragh

    45.5              

Buchanan

    56.1     50.0     6.1     12.2 %

Logan

    75.7     71.7     4.0     5.6 %

Greenbrier

    123.7     94.0     29.7     31.6 %

Segment Operating Costs:

                         

Curragh

    261,371         261,371     100 %

Buchanan

    66,624     69,765     (3,141 )   (4.5 )%

Logan

    57,236     49,260     7,976     16.2 %

Greenbrier

    14,830     19,822     (4,992 )   (25.2 )%

Total Operating Costs

    400,061     138,846     261,215        

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  For Three Months Ended March 31,  
 
  2019   2018   $ Change   % Change  
 
  ($ in thousands, except per Mt amounts)
 

Segment Operating Costs per Mt sold:

                         

Curragh

    85.5              

Buchanan

    56.9     60.8     (3.9 )   (6.4 )%

Logan

    85.0     79.7     5.3     6.6 %

Greenbrier

    133.4     106.0     27.4     25.9 %

Segment Adjusted EBITDA:

                         

Curragh

    120,149         120,149     100.0 %

Buchanan

    56,112     64,444     (8,332 )   (12.9 )%

Logan

    17,165     4,791     12,374     258.3 %

Greenbrier

    (1,308 )   1,171     (2,479 )   (211.7 )%

Other and Corporate

    (9,052 )   (69,324 )   60,272     (86.9 )%

Total Consolidated Adjusted EBITDA

    183,066     1,082     180,426        

        A reconciliation of segment costs and expenses, segment operating costs, and segment mining costs is shown below:

 
  For Three Months Ended March 31, 2019  
 
  Curragh   Buchanan   Logan   Greenbrier   Other /
Corporate
  Total
Consolidated
 

Total costs and expenses

    280,706     77,558     63,830     17,697     9,109     448,901  

Less: Selling, general and administrative expense

    (45 )           (0 )   (9,024 )   (9,069 )

Less: Depreciation, depletion and amortization

    (19,290 )   (10,935 )   (6,595 )   (2,867 )   (85 )   (39,771 )

Total operating costs

    261,371     66,624     57,236     14,830         400,061  

Less: Other royalties

    (37,891 )   (777 )   (4,694 )   (985 )       (44,348 )

Less: Stanwell rebate

    (48,827 )                   (48,827 )

Less: Freight expenses

    (35,558 )   (165 )   (1,490 )   (114 )       (37,327 )

Total mining costs

    139,096     65,681     51,051     13,731         269,559  

 

 
  For Three Months Ended March 31, 2018  
 
  Curragh   Buchanan   Logan   Greenbrier   Other /
Corporate
  Total
Consolidated
 

Total costs and expenses

        82,119     55,275     23,261     43,770     204,425  

Less: Selling, general and administrative expense

                    (43,770 )   (43,770 )

Less: Depreciation, depletion and amortization

        (12,354 )   (6,015 )   (3,439 )       (21,808 )

Total operating costs

        69,765     49,260     19,822         138,846  

Less: Other royalties

        (10,853 )   (3,132 )   (1,307 )       (15,292 )

Less: Stanwell rebate

                         

Less: Freight expenses

        (1,504 )   (1,793 )   (946 )       (4,243 )

Total mining costs

        57,407     44,335     17,569         119,311  

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Segment Revenue

Curragh

        Curragh contributed $381.4 million, or 64.4%, to the total revenue of the Company for the three months ended March 31, 2019. Average realized price for the three months ended March 31, 2019 was $121.7 per Mt sold, slightly lower than average realized price for the year ended December 31, 2018 of $122.1 per Mt sold.

Buchanan

        Revenue decreased by $11.5 million, or 8.6%, to $122.7 million for the three months ended March 31, 2019 as compared to $134.2 million for the three months ended March 31, 2018. This decrease was driven by lower average realized price due to import tariffs on U.S. coal imposed by China and changes to the sales mix. This was partially offset by an increase in sales volumes of 0.1 MMt, or 9.1%.

Logan

        Revenue increased by $20.3 million, or 37.5%, to $74.3 million for the three months ended March 31, 2019 as compared to $54.1 million for the three months ended March 31, 2018. This increase was driven by a higher sales volume and average realized price for High Volatile coal as the market remained in tight supply for this product during the three months ended March 31, 2019.

Greenbrier

        Revenue decreased by $6.4 million, or 32.3%, to $13.5 million for the three months ended March 31, 2019 as compared to $19.9 million for the three months ended March 31, 2018. This decrease was driven by lower sales volumes, partially offset by higher average realized price. The lower sales volume is primarily related to the exhaustion of the Pollock Knob reserve, lack of purchased coal available and lower production volume due to adverse geological mining conditions and equipment downtime.

Segment Adjusted EBITDA

Curragh

        Curragh's Adjusted EBITDA for the three months ended March 31, 2019 was $120.1 million and represented 65.6% of the Company's total Adjusted EBITDA.

Buchanan

        Adjusted EBITDA decreased by $8.3 million, or 12.9%, to $56.1 million for the three months ended March 31, 2019 as compared to $64.4 million for the three months ended March 31, 2018. The decrease in Adjusted EBITDA was primarily a result of lower realized pricing for coal sales, higher mining costs and lower sales volume partially offset by a decrease in other royalty expense attributed to lower average realized price, lower sales volumes and a mark-to-market adjustment to Buchanan's contingent price royalty consideration.

Logan

        Adjusted EBITDA increased by $12.4 million to $17.2 million for the three months ended March 31, 2019 as compared to $4.8 million for the three months ended March 31, 2018. The increase in Adjusted EBITDA was due to an increase in coal sales volumes and higher realized pricing, partially offset by higher average operating cost per Mt sold.

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Greenbrier

        Adjusted EBITDA decreased by $2.5 million to a loss of $1.3 million for the three months ended March 31, 2019 as compared to earnings of $1.2 million for the three months ended March 31, 2018. The decrease in Adjusted EBITDA was a result of lower coal revenues and higher mining costs per Mt sold resulting from operational issues experienced due to adverse mining and geological conditions as well as equipment downtime.

Corporate and Other Adjusted EBITDA

        The following table presents a summary of the components of Corporate and Other Adjusted EBITDA:

 
  Three Months Ended March 31,  
 
  2019   2018   $ Change   % Change  
 
  ($ in thousands)
 

Salaries

  $ (2,911 ) $ (1,531 ) $ (1,380 )   90.1 %

Professional and consultancy fees

    (3,775 )   (6,581 )   2,806     (42.6 )%

Office and operational fees

    (2,302 )   (2,643 )   341     (12.9 )%

Dues, registration fees and licenses

    (35 )   (33,016 )   32,981     (99.9 )%

Loss on foreign exchange swap

        (15,695 )   15,695     (100.0 )%

Other

    (29 )   (9,858 )   9,829     (99.7 )%

Total Corporate and Other Adjusted EBITDA

  $ (9,052 ) $ (69,324 ) $ 60,272     (86.9 )%

        Total Corporate and Other Adjusted EBITDA loss of $9.1 million for the three months ended March 31, 2019 decreased by $60.3 million from $69.3 million for the three months ended March 31, 2018. The loss for the three months ended March 31, 2018 includes mark-to-market fair value adjustments in relation to interest rate swaps of $8.3 million and one-time costs in relation professional and consultancy fees and stamp duty of $33.0 million and a loss on foreign exchange of $15.7 million incurred in relation to the Curragh acquisition, the Reorganization Transaction and the Australian IPO.

Segment Mining Costs per Mt Sold

Curragh

        Mining costs of $45.5 per Mt sold for the three months ended March 31, 2019 was $7.4 per Mt lower than the cost per Mt sold for the mine of $52.9 per Mt for the year ended December 31, 2018. The higher cost per Mt sold in 2018 was a result of lower production, due to the impact of unplanned plant outages and adverse weather, and higher diesel fuel costs. For the three months ended March 31, 2019, exposure to diesel fuel price was mitigated through diesel price hedges put in place.

Buchanan

        Mining costs per Mt sold increased by $6.1 per Mt, or 12.2%, primarily driven by lower production due to adverse mining conditions related to rock intrusion and unconsolidated roof conditions.

Logan

        Mining costs per Mt sold increased by $4.0 per Mt, or 5.6%, primarily driven by higher production costs due to adverse mining conditions, power outages, wet weather and equipment downtime.

Greenbrier

        Mining costs per Mt increased by $29.7 per Mt, or 31.6%, primarily driven by higher production costs due to adverse geology and mining conditions at certain operations. However, mining costs

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decreased by $3.8 million for the three months ended March 31, 2019 to $13.7 million, as compared to $17.6 million for the three months ended March 31, 2018, resulting from lower sales volumes.

Segment Operating Costs per Mt Sold

Curragh

        Operating costs of $85.5 per Mt sold for the three months ended March 31, 2019 was $5.4 per Mt lower than operating costs of $90.9 per Mt sold for the year ended December 31, 2018. The higher operating costs per Mt sold in 2018 was a result of lower production, due to the impact of unplanned plant outages and adverse weather, and higher diesel fuel costs. For the three months ended March 31, 2019, exposure to diesel fuel price was mitigated through diesel price hedges put in place.

Buchanan

        For the three months ended March 31, 2019, operating costs per Mt sold decreased by $3.9 per Mt, or 6.4% as compared to the three months ended March 31, 2018, primarily driven by lower royalty expense attributed to lower average realized price and a mark-to-market adjustment to Buchanan's contingent price royalty consideration. This was partially offset by higher mining costs due to adverse mining conditions related to rock intrusion and unconsolidated roof conditions.

Logan

        For the three months ended March 31, 2019, operating costs per Mt sold increased by $5.3 per Mt, or 6.6% as compared to the three months ended March 31, 2018, primarily driven by higher mining costs per Mt due to adverse mining conditions, power outages, wet weather and equipment downtime.

Greenbrier

        For the three months ended March 31, 2019, operating costs per Mt sold increased by $27.4 per Mt, or 25.9% as compared to the three months ended March 31, 2018, primarily driven by higher mining costs per Mt due to adverse geology and mining conditions at certain operations. However, in total, operating costs decreased by $5.0 million for the three months ended March 31, 2019 to $14.8 million, as compared to $19.8 million for the three months ended March 31, 2018, resulting from lower sales volumes.

        The following table presents supplemental financial data by operating segment for the year ended December 31, 2018 compared to year ended December 31, 2017.

 
  For Year Ended December 31,  
 
  2018   2017   $ Change   % Change  
 
  ($ in thousands, except per Mt amounts)
 

Segment Sales volumes (MMt)

                         

Curragh

    9.3         9.3     100 %

Buchanan

    4.8     5.0     (0.2 )   (4.0 )%

Logan

    2.6     2.9     (0.3 )   (10.3 )%

Greenbrier

    0.7     0.6     0.1     16.7 %

Total sales volumes (MMt)

    17.4     8.5     8.9        

Segment Revenues:

                         

Curragh

    1,165,580         1,165,580     100 %

Buchanan

    510,430     465,036     45,394     9.8 %

Logan

    234,967     241,994     (7,027 )   (2.9 )%

Greenbrier

    69,527     60,105     9,422     15.7 %

Other and Corporate

        1,159     (1,159 )   (100 )%

Total Consolidated Revenues

    1,980,504     768,244     1,212,260        

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  For Year Ended December 31,  
 
  2018   2017   $ Change   % Change  
 
  ($ in thousands, except per Mt amounts)
 

Segment Coal Revenues:

                         

Curragh

    1,136,059         1,136,059     100 %

Buchanan

    510,302     464,921     45,381     9.8 %

Logan

    232,189     232,293     (104 )   (0.0 )%

Greenbrier

    67,050     59,171     7,879     13.3 %

Total Consolidated Coal Revenues

    1,945,600     756,385     1,189,215        

Segment Average realized price per Mt sold:

                         

Curragh

    122.1              

Buchanan

    105.5     93.6     11.9     12.8 %

Logan

    88.8     80.4     8.4     10.5 %

Greenbrier

    102.4     105.9     (3.5 )   (3.3 )%

Segment Mining Costs:

                         

Curragh

    491,764         491,764     100 %

Buchanan

    253,439     230,045     23,394     10.2 %

Logan

    182,713     181,934     779     0.4 %

Greenbrier

    64,056     51,659     12,397     24.0 %

Other / Corporate

    22         22     100 %

Total Mining Costs

    991,994     463,638     528,356        

Segment Mining Costs per Mt sold:

                         

Curragh

    52.9              

Buchanan

    52.4     46.3     6.1     13.2 %

Logan

    69.8     62.9     6.9     11.0 %

Greenbrier

    97.8     92.4     5.4     5.8 %

Segment Operating Costs:

                         

Curragh

    845,792         845,792     100 %

Buchanan

    297,991     254,461     43,530     17.1 %