CDE 10-Q Quarterly Report Sept. 30, 2013 | Alphaminr
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CDE 10-Q Quarter ended Sept. 30, 2013

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Cash Flow
Income Statement
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10-Q 1 cde-09302013xq3.htm 10-Q CDE-09.30.2013-Q3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________________________
FORM 10-Q
___________________________________________
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2013
OR
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number 001-08641
____________________________________________
COEUR MINING, INC.
(Exact name of registrant as specified in its charter)
____________________________________________
Delaware
82-0109423
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
104 S. Michigan Ave., Suite 900 Chicago, Illinois
60603
(Address of principal executive offices)
(Zip Code)
(312) 489-5800
(Registrant’s telephone number, including area code)
_________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)    Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨ No þ
The Company has 150,000,000 shares of common stock, par value of $0.01, authorized of which 100,530,862 shares were issued and outstanding as of November 5, 2013.

1

COEUR MINING, INC.
INDEX
Page No.
Part I.
Item 1.
Item 2.
Item 3.
Item 4.
Part II.
Item 1.
Item 1A.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 4.
Item 6.

2



COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30,
2013
December 31,
2012
ASSETS
Notes
(In thousands, except share data)
CURRENT ASSETS
Cash and cash equivalents
$
211,434

$
125,440

Investments
5
—

999

Receivables
6
74,417

62,438

Ore on leach pad
39,880

22,991

Metal and other inventory
7
123,537

170,670

Deferred tax assets
13
2,713

2,458

Restricted assets
2,015

396

Prepaid expenses and other
26,778

20,790


480,774

406,182

NON-CURRENT ASSETS
Property, plant and equipment, net
9
649,591

684,002

Mining properties, net
10
2,365,999

1,991,809

Ore on leach pad
31,966

21,356

Restricted assets
24,914

24,970

Marketable securities
5
17,616

27,065

Receivables
6
37,191


48,767

Debt issuance costs, net
11,351

3,713

Deferred tax assets
13
1,104

955

Other
16,411

12,582

TOTAL ASSETS
$
3,636,917

$
3,221,401

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
$
63,610

$
57,482

Accrued liabilities and other
9,589

10,002

Accrued income taxes
13
8,529

27,108

Accrued payroll and related benefits
19,295

21,306

Accrued interest payable
4,028

478

Debt and capital leases
11
3,868

55,983

Royalty obligations
4,16
49,069

65,104

Reclamation and mine closure
12
443

668

Deferred tax liabilities
13
121

121

158,552

238,252

NON-CURRENT LIABILITIES
Debt and capital leases
11
306,372

3,460

Royalty obligations
4,16
90,892

141,879

Reclamation and mine closure
12
55,872

34,670

Deferred tax liabilities
13
709,910

577,488

Other long-term liabilities
23,371

27,372

1,186,417

784,869

COMMITMENTS AND CONTINGENCIES (Note 17)


STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 per share; authorized 150,000,000 shares, issued and outstanding 100,548,811 at September 30, 2013 and 90,342,338 at December 31, 2012
1,006

903

Additional paid-in capital
2,756,377

2,601,254

Accumulated deficit
(465,191
)
(396,156
)
Accumulated other comprehensive loss
(244
)
(7,721
)
2,291,948

2,198,280

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
3,636,917

$
3,221,401


The accompanying notes are an integral part of these condensed consolidated financial statements.

3

COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended September 30,
Nine months ended September 30,
2013
2012
2013
2012
Notes
(In thousands, except share data)
Sales of metal
$
200,825

$
230,593

$
577,147

$
689,563

Production costs applicable to sales
(131,728
)
(124,967
)
(363,437
)
(349,344
)
Depreciation, depletion and amortization
(60,874
)
(52,844
)
(168,963
)
(166,460
)
Gross profit
8,223

52,782

44,747

173,759

COSTS AND EXPENSES



General and administrative
16,240

10,266

41,492

26,456

Exploration
3,305

6,957

16,920

19,829

Litigation settlement
17
—

—

32,046

—

Loss on impairment and other
—

1,293

205

6,106

Pre-development, care, maintenance and other
3,955

277

9,414

1,618

Total costs and expenses
23,500

18,793

100,077

54,009

OPERATING INCOME (LOSS)
(15,277
)
33,989

(55,330
)
119,750

OTHER INCOME AND EXPENSE



Fair value adjustments, net
4,16
(20,646
)
(37,648
)
63,905

(44,722
)
Other than temporary impairment of marketable securities
5
(870
)
(605
)
(18,097
)
(605
)
Interest income and other, net
(1,791
)
13,269

2,484

15,055

Interest expense, net of capitalized interest
11
(9,662
)
(7,351
)
(30,324
)
(21,578
)
Total other income and expense, net
(32,969
)
(32,335
)
17,968

(51,850
)
Income (loss) before income taxes
(48,246
)
1,654

(37,362
)
67,900

Income tax provision
13
1,981

(17,475
)
(31,673
)
(56,773
)
NET INCOME (LOSS)
$
(46,265
)
$
(15,821
)
$
(69,035
)
$
11,127

INCOME (LOSS) PER SHARE
3
Basic

$
(0.46
)
$
(0.18
)
$
(0.71
)
$
0.12

Diluted

$
(0.46
)
$
(0.18
)
$
(0.71
)
$
0.12

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three months ended September 30,
Nine months ended September 30,
2013
2012
2013
2012
Notes
(In thousands)
Net income (loss)
$
(46,265
)
$
(15,821
)
$
(69,035
)
$
11,127

OTHER COMPREHENSIVE INCOME (LOSS) net of tax:




Unrealized gain (loss) on available for sale securities
4,5
301

6,026

(10,756
)
774

Reclassification adjustments for losses included in net income (A)
4,5
1,006

605

18,233

605

Other comprehensive income
1,307

6,631

7,477

1,379

COMPREHENSIVE INCOME (LOSS)
$
(44,958
)
$
(9,190
)
$
(61,558
)
$
12,506

A. Reclassification adjustments for the three and nine months ended September 30, 2013 includes $0.9 million and $18.1 million , respectively, and for the three and nine months ended September 30, 2012 includes $0.6 million that have been reflected in other than temporary impairment of marketable securities in the condensed consolidated statements of operations.
The accompanying notes are an integral part of these condensed consolidated financial statements.

COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Nine months ended September 30, 2013
(Unaudited)
(In thousands)
Common
Stock
Shares
Common
Stock Par
Value
Additional Paid-
In Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Total
Balances at December 31, 2012
Notes
90,342

$
903

$
2,601,254

$
(396,156
)
$
(7,721
)
$
2,198,280

Net income (loss)
—

—

—

(69,035
)
—

(69,035
)
Other comprehensive income (loss)
—

—

—

—

7,477

7,477

Common stock issued for the acquisition of Orko Silver Corp.
8
11,573

116

173,247

—

—

173,363

Warrants issued for the acquisition of Orko Silver Corp.
8
—

—

5,777

—

—

5,777

Common stock share buy back
(1,691
)
(17
)
(27,535
)
—

—

(27,552
)
Common stock issued/cancelled under long-term incentive plans and director fees and options, net
14
325

4

3,634

—



3,638

Balances at September 30, 2013
100,549

$
1,006

$
2,756,377

$
(465,191
)
$
(244
)
$
2,291,948

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

COEUR MINING INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended
September 30,
Nine months ended September 30,
2013
2012
2013
2012
Notes
(In thousands)
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$
(46,265
)
$
(15,821
)
$
(69,035
)
$
11,127

Add (deduct) non-cash items
Depreciation, depletion and amortization
60,874

52,844

168,963

166,460

Accretion of discount on debt and other assets, net
509

585

2,040

1,683

Accretion of royalty obligation
12
2,889

4,276

10,698

14,348

Deferred income taxes
13
(1,869
)
(4,944
)
17,680

12,425

Fair value adjustments, net
4,16
20,308

35,270

(61,487
)
39,288

Gain on foreign currency transactions
(511
)
(1,577
)
(828
)
(1,208
)
Litigation settlement
17
—

—

22,046

—

Share-based compensation
14
373

3,364

3,085

6,534

(Gain) Loss on sale of assets
(7
)
108

(1,139
)
372

Other than temporary impairment of marketable securities
5
870

605

18,097

605

Loss on impairment
—

1,243

205

6,016

Other non-cash charges
136

1,331

136

1,838

Changes in operating assets and liabilities:
Receivables and other current assets
6
(2,132
)
(5,648
)
6,515

1,717

Prepaid expenses and other
(14,306
)
(2,481
)
(13,894
)
(564
)
Inventories
7
11,592

(13,762
)
22,582

(35,387
)
Accounts payable and accrued liabilities
(5,657
)
24,342

(22,588
)
(15,313
)
CASH PROVIDED BY OPERATING ACTIVITIES
26,804

79,735

103,076

209,941

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short term investments and marketable securities
(2,689
)
(4,093
)
(8,022
)
(11,959
)
Proceeds from sales and maturities of short term investments
27

337

6,371

21,038

Capital expenditures
19
(32,726
)
(29,972
)
(72,754
)
(93,857
)
Acquisition of Orko Silver Corporation
8
—

—

(113,214
)
—

Other
(48
)
479

1,163

1,659

CASH USED IN INVESTING ACTIVITIES
(35,436
)
(33,249
)
(186,456
)
(83,119
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes and bank borrowings
11
—

—

300,000

—

Payments on long-term debt, capital leases, and associated costs

(1,824
)
(80,318
)
(59,021
)
(94,562
)
Payments on gold production royalty

(12,619
)
(17,458
)
(43,548
)
(58,119
)
Reductions of restricted assets associated with the Kensington Term Facility
—

4,645

—

4,645

Share repurchases
(14,995
)
(9,971
)
(27,552
)
(9,971
)
Other
(27
)
134

(505
)
(912
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(29,465
)
(102,968
)
169,374

(158,919
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(38,097
)
(56,482
)
85,994

(32,097
)
Cash and cash equivalents at beginning of period
249,531

199,397

125,440

175,012

Cash and cash equivalents at end of period
$
211,434

$
142,915

$
211,434

$
142,915

The accompanying notes are an integral part of these condensed consolidated financial statements.

6
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)


NOTE 1 – BASIS OF PRESENTATION
Basis of Presentation: The Company’s unaudited interim condensed consolidated financial statements have been prepared under United States Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of Coeur Mining, Inc. and its consolidated subsidiaries (“Coeur” or the “Company”). In the opinion of management, all adjustments and disclosures necessary for the fair presentation of these interim statements have been included. The results reported in these interim statements may not be indicative of the results reported for the year ending December 31, 2013. The condensed consolidated December 31, 2012 balance sheet data was derived from the audited consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2012 .
Use of Estimates: The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. The most significant areas requiring the use of management’s estimates and assumptions relate to recoverable ounces from proven and probable reserves that are the basis of future cash flow estimates and units-of-production depreciation and amortization calculations; useful lives utilized for depreciation, depletion and amortization; estimates of future cash flows for long lived assets; estimates of recoverable gold and silver ounces in ore on leach pads; the amount and timing of reclamation and remediation costs; and valuation allowance for deferred tax assets.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Adopted Accounting Pronouncements:
On January 1, 2013, the Company adopted ASU 2011-11, "Balance Sheet (Topic 201): Disclosures about Offsetting Assets and Liabilities." This ASU adds certain additional disclosure requirements about financial instruments and derivative instruments that are subject to netting arrangements. The adoption of ASU 2011-11 had no effect on the Company's financial position, results of operations or cash flows.
On January 1, 2013, the Company adopted ASU 2013-02, " Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The new standard requires either in a single note or parenthetically on the face of the financial statements: (i) the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and (ii) the income statement line items affected by the reclassification. The adoption of ASU 2013-02 had no effect on the Company's financial position, results of operations or cash flows.
Recently Issued Accounting Pronouncements:

In July 2013, the FASB issued ASU 2013-11, " Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ." The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforwards, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax provision. The update is effective prospectively for the Company's fiscal year beginning January 1, 2014.
NOTE 3 – EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the three and nine months ended September 30, 2013 , 1,142,530 shares of common stock equivalents related to equity-based awards have not been included in the diluted per share calculation as the shares would be antidilutive. For the three and nine months ended September 30, 2012 , 772,368 and 640,660 shares, respectively, of common stock equivalents related to equity-based awards have not been included in the diluted per share calculation as the shares would be antidilutive. The 3.25 % Convertible Senior Notes were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2013 and 2012 because there is no excess value upon conversion over the principal amount of the Notes.


7
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

Three months ended
September 30,
Nine months ended September 30,
In thousands except per share amounts
2013
2012
2013
2012
Net income (loss) available to common stockholders
$
(46,265
)
$
(15,821
)
$
(69,035
)
$
11,127

Weighted average shares
Basic
100,778

89,429

96,893

89,550

Effect of share based compensation plans
—

—

—

140

Diluted
100,778

89,429

96,893

89,690

Income (loss) per share
Basic
$
(0.46
)
$
(0.18
)
$
(0.71
)
$
0.12

Diluted
$
(0.46
)
$
(0.18
)
$
(0.71
)
$
0.12

NOTE 4 – FAIR VALUE MEASUREMENTS
Accounting standards establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2
Quoted market prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands):
Fair Value at September 30, 2013
Total
Level 1
Level 2
Level 3
Assets:
Marketable equity securities
$
17,616

$
17,616

$
—

$
—

Gold and silver put options
160

—

160

—

$
17,776

$
17,616

$
160

$
—

Liabilities:
Palmarejo royalty obligation embedded derivative
$
61,996

$
—

$
61,996

$
—

Rochester NSR royalty obligation
24,409

—

—

24,409

Other derivative instruments, net
2,069

—

2,069

—

$
88,474

$
—

$
64,065

$
24,409


8
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

Fair Value at December 31, 2012
Total
Level 1
Level 2
Level 3
Assets:
Short term investments
$
999

$
999

$
—

$
—

Marketable equity securities
27,065

27,065

—

—

Other derivative instruments, net
943

—

943

—

$
29,007

$
28,064

$
943

$
—

Liabilities:
Palmarejo royalty obligation embedded derivative
$
145,098

$
—

$
145,098

$
—

Put and call options
9,299

—

9,299

—

$
154,397

$
—

$
154,397

$
—

The Company’s short-term investments are readily convertible to cash and, therefore, these investments are classified within Level 1 of the fair value hierarchy.
The Company’s marketable equity securities are recorded at fair market value in the financial statements based on quoted market prices, which are accessible at the measurement date for identical assets. Such instruments are classified within Level 1 of the fair value hierarchy.
The Company’s gold put and call options, Palmarejo royalty obligation embedded derivative, and other derivative instruments, net, which relate to the concentrate sales contracts and foreign exchange contracts, are valued using pricing models, which require inputs that are derived from observable market data, including contractual terms, forward market prices, yield curves and credit spreads. The model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
The estimated fair value of the Rochester NSR royalty obligation was estimated based on observable market data including contractual terms, forward silver and gold prices, yield curves and credit spreads.  The Company’s current mine plan is a significant input used in the estimated fair value of the Rochester NSR royalty obligation and is considered company specific and unobservable.  Therefore, the Company has classified the Rochester NSR royalty obligation as a Level 3 financial liability. Based on the current mine plan, an expected royalty duration of 4.68 years was used to estimate the fair value of the Rochester NSR royalty obligation as of September 30, 2013 . The Company had no Level 3 financial assets and liabilities as of December 31, 2012 .
Financial assets and liabilities that are not measured at fair value at September 30, 2013 and December 31, 2012 are set forth below (in thousands):
Fair Value at September 30, 2013
Total
Level 1
Level 2
Level 3
Liabilities:

3.25% Convertible Senior Notes due 2028
$
5,131

$
5,131

$
—

$
—

7.875% Senior Notes due 2021
$
304,314

$
304,314

$
—

$
—

Palmarejo Gold Production Royalty Obligation
$
70,795

$
—

$
70,795

$
—

Fair Value at December 31, 2012
Total
Level 1
Level 2
Level 3
Liabilities:
3.25% Convertible Senior Notes due 2028
$
48,220

$
48,220

$
—

$
—

Palmarejo Gold Production Royalty Obligation
$
90,617

$
—

$
90,617

$
—



9
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

NOTE 5 – INVESTMENTS
The Company invests in marketable equity securities of silver and gold exploration and development companies. These investments are classified as available-for-sale and are measured at fair market value in the financial statements with unrealized gains or losses recorded in other comprehensive income.
The Company’s investments in marketable securities as of September 30, 2013 and December 31, 2012 (in thousands):
Investments in marketable securities
Adjusted
Cost
Gross
Unrealized
Losses
Gross
Unrealized
Gains
Estimated
Fair Value
Marketable securities at September 30, 2013
$
17,860

$
(987
)
$
743

$
17,616

Marketable securities at December 31, 2012
$
34,786

$
(10,443
)
$
2,722

$
27,065


In the three months ended September 30, 2013 and 2012, the Company recognized an unrealized gain of $0.3 million and $6.0 million, respectively, in other comprehensive income (loss). In the nine months ended September 30, 2013 , and 2012 , the Company recognized an unrealized loss of $10.8 million and an unrealized gain of $0.8 million, respectively. The Company performs a quarterly assessment on each of its marketable securities with unrealized losses to determine if the security is other than temporarily impaired. The Company's management team uses industry knowledge and expertise to evaluate each investment and determined that unrealized losses on certain investments are not other than temporary. In the three and nine months ended September 30, 2013 other than temporary impairment charges of $0.9 million and $18.1 million , respectively, were recorded.
The Company had $1.0 million of short-term investments at December 31, 2012 . These investments were held with various banks and had maturity dates of less than one year. There were no short term investments at September 30, 2013 .
NOTE 6 – RECEIVABLES
Receivables consist of the following (in thousands):
September 30, 2013
December 31, 2012
Receivables - current
Accounts receivable - trade
$
16,295

$
8,701

Refundable income tax
8,330

9,331

Refundable value added tax
46,242

40,020

Accounts receivable - other
3,550

4,386

$
74,417

$
62,438

Receivables - non-current
Refundable value added tax
$
37,191

$
48,767

Trade receivables and other receivable balances are reported at outstanding principal amounts, net of an allowance for doubtful accounts. Management evaluates the collectability of receivable account balances to determine the allowance, if any. There were no allowances against receivable balances at September 30, 2013 or December 31, 2012.
NOTE 7 – METAL AND OTHER INVENTORY
Metal and other inventory consist of the following (in thousands):
September 30, 2013
December 31, 2012
Concentrate and doré inventory
$
57,519

$
91,130

Supplies
66,018

79,540

Metal and other inventory
$
123,537

$
170,670


10
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)


NOTE 8 – ACQUISITION OF ORKO SILVER CORPORATION/LA PRECIOSA MINERAL INTERESTS
On April 16, 2013, the Company completed its acquisition of Orko Silver Corporation (“Orko”). Upon completion of the acquisition, the Company holds the La Preciosa silver-gold project in the state of Durango, Mexico. The transaction was accounted for as a purchase of mineral interests since La Preciosa is a development stage project.
Total consideration paid for the asset acquisition (in thousands):
Common shares issued (11,572,918 at $14.98)
$
173,363

Cash
99,059

Warrants (1,588,768 valued at $3.64 per warrant)
5,777

Transaction advisory fees and other acquisition costs
17,642

Total purchase price
295,841

Current liabilities
2,616

Deferred income taxes
114,339

Total liabilities assumed
116,955

Total consideration
$
412,796

Estimated fair value of the assets acquired (in thousands):
Cash
$
3,487

Other current assets
635

Mineral interests
408,352

Other assets
322

Total assets acquired
$
412,796


NOTE 9 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following (in thousands):
September 30, 2013
December 31, 2012
Land
$
1,764

$
2,152

Buildings and improvements
596,655

581,286

Machinery and equipment
390,069

360,199

Capitalized leases for machinery, equipment, buildings, and land
22,444

35,129

1,010,932

978,766

Accumulated depreciation and amortization
(373,931
)
(313,067
)
637,001

665,699

Construction in progress
12,590

18,303

$
649,591

$
684,002


11
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

NOTE 10 – MINING PROPERTIES
Mining properties consist of the following (in thousands):
September 30, 2013
Palmarejo
San
Bartolomé
Kensington
Rochester
Endeavor
La Preciosa
Joaquin
Total
Mining properties
$
170,789

$
70,371

$
345,447

$
148,626

$
—

$
—

$
—

$
735,233

Accumulated depletion
(101,687
)
(21,270
)
(68,909
)
(102,105
)
—

—

—

(293,971
)
69,102

49,101

276,538

46,521

—

—

—

441,262

Mineral interests
1,660,580

26,643

—

—

44,033

408,352

93,429

2,233,037

Accumulated depletion
(282,339
)
(8,398
)
—

—

(17,563
)
—

—

(308,300
)
1,378,241

18,245

—

—

26,470

408,352

93,429

1,924,737

Total mining properties
$
1,447,343

$
67,346

$
276,538

$
46,521

$
26,470

$
408,352

$
93,429

$
2,365,999

December 31, 2012
Palmarejo
San
Bartolomé
Kensington
Rochester
Endeavor
Joaquin
Total
Mining properties
$
155,722

$
70,322

$
333,619

$
114,973

$
—

$
—

$
674,636

Accumulated depletion
(82,037
)
(18,439
)
(46,649
)
(100,437
)
—

—

(247,562
)
73,685

51,883

286,970

14,536

—

—

427,074

Mineral interests
1,658,389

26,642

—

—

44,033

93,429

1,822,493

Accumulated depletion
(235,795
)
(7,338
)
—

—

(14,625
)
—

(257,758
)
1,422,594

19,304

—

—

29,408

93,429

1,564,735

Total mining properties
$
1,496,279

$
71,187

$
286,970

$
14,536

$
29,408

$
93,429

$
1,991,809

Operational Mining Properties
Palmarejo Mine: Palmarejo is located in the State of Chihuahua in northern Mexico, and its principal silver and gold properties are collectively referred to as the “Palmarejo mine.” The Palmarejo mine commenced production in April 2009.

San Bartolomé Mine: The San Bartolomé mine is a silver mine located near the city of Potosi, Bolivia. The mineral rights for the San Bartolomé project are held through long-term joint venture/lease agreements with several local independent mining co-operatives and the Bolivian state owned mining organization, (“COMIBOL”). The Company commenced commercial production at San Bartolomé in June 2008.
Kensington Mine: The Kensington mine is an underground gold mine and consists of the Kensington and adjacent Jualin properties located on the east side of the Lynn Canal about 45 miles north-northwest of Juneau, Alaska. The Company commenced commercial production in July of 2010.
Rochester Mine: The Company has conducted operations at the Rochester mine, located in Western Nevada, since September 1986. The mine utilizes the heap-leaching process to extract both silver and gold from ore mined using open pit methods. Rochester’s primary product is silver with gold produced as a by-product.
Mineral Interests
Endeavor Mine: In May 2005, CDE Australia Pty Ltd ("CDE Australia"), a wholly-owned subsidiary of the Company, acquired the silver production and reserves, up to a maximum 17.7 million payable ounces, contained at the Endeavor mine in Australia, which is owned and operated by Cobar Operations Pty. Limited, a wholly-owned subsidiary of CBH Resources Ltd. In March 2006, CDE Australia entered into an amended agreement under which it owns all silver production and reserves up to a total of 20.0 million payable ounces.
CDE Australia began realizing reductions in revenues in the fourth quarter of 2008 as a result of a silver price sharing provision that was part of the purchase agreement. CDE Australia has received approximately 4.7 million payable ounces to date and the current ore reserve contains approximately 4.0 million payable ounces based on current metallurgical recovery and current smelter contract terms.
La Preciosa Project: On April 16, 2013, the Company completed its acquisition of Orko Silver Corporation (“Orko”), which holds the La Preciosa silver-gold project in Durango, Mexico.

12
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

Joaquin Project: The Joaquin project is located in the Santa Cruz province of southern Argentina. The Company commenced exploration of this large property located north of the Company's Martha silver mine in November 2007 and acquired 100% in December 2012. Since that time, the Company has defined silver and gold mineralization in two deposits at Joaquin, La Negra and La Morocha, collectively referred to as the "Joaquin Project." The company continues to explore and develop the project.
NOTE 11 – DEBT AND CAPITAL LEASE OBLIGATIONS
The current and non-current portions of long-term debt and capital lease obligations as of September 30, 2013 and December 31, 2012 are as follows (in thousands):
September 30,
2013
December 31,
2012
Current
Non-Current
Current
Non-Current
3.25% Convertible Senior Notes due 2028
$
—

$
5,334

$
48,081

$
—

7.875% Senior Notes due 2021
—

300,000

—

—

Capital lease obligations
3,868

1,038

7,902

3,460

$
3,868

$
306,372

$
55,983

$
3,460


3.25% Convertible Senior Notes due 2028
Per the indenture governing the 3.25% Convertible Senior Notes due 2028 (the “Convertible Notes”), the Company announced on February 13, 2013 that it was offering to repurchase all of its outstanding 3.25% Convertible Senior Notes due 2028. As of February 12, 2013, there was $48.7 million aggregate principal amount of Convertible Notes outstanding. The Company repurchased $43.3 million in aggregate principal amount, leaving a balance of $5.3 million at September 30, 2013 .
7.875% Senior Notes due 2021
On January 29, 2013, the Company completed an offering of $300 million in aggregate principal amount of 7.875% Senior Notes due 2021 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company commenced an exchange offer for the Notes on September 30, 2013 to exchange the Notes for freely transferable notes containing substantially similar terms, in accordance with the registration rights granted to the holders of the Notes when they were issued. The exchange offer was consummated on November 5, 2013. As of September 30, 2013 , the outstanding balance of the Notes was $300 million .
Revolving Credit Facility
On August 1, 2012, Coeur Alaska, Inc. and Coeur Rochester, Inc. (the “Borrowers”), each a wholly-owned subsidiary of the Company, entered into a new Credit Agreement (the “Credit Agreement”) by and among the Company, the Borrowers, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. The Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $100.0 million , which principal amount may be increased, subject to receiving additional commitments therefor among other items, by up to $50.0 million . There is a commitment fee on the unused portion of the line which varies between 0.5% and 0.75% depending on the prior quarter's consolidated total leverage ratio, as defined in the Credit Agreement. The unused line fee for the three and nine months ended September 30, 2013 was $ 0.2 million and $0.4 million , respectively and was charged to interest expense.
As of September 30, 2013 , no amounts were outstanding under the Revolving Credit Facility.


13
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

Interest Expense
Interest expense is made up of the following (in thousands):
Three months ended September 30,
Nine months ended September 30,
2013
2012
2013
2012
3.25% Convertible Senior Notes due 2028
$
43

$
395

$
423

$
1,186

7.875% Senior Notes due 2021
5,906

—

15,947

—

Revolving Credit Facility
176

85

434

85

Kensington Term Facility (terminated in 2012)
—

459

—

2,339

Capital lease obligations
89

219

355

827

Other debt obligations
18

351

287

583

Accretion of Palmarejo gold production royalty obligation
4,023

4,384

12,192

15,047

Amortization of debt issuance costs
540

1,331

1,604

1,838

Accretion of debt discount
—

639

576

1,879

Capitalized interest
(1,133
)
(512
)
(1,494
)
(2,206
)
Total interest expense, net of capitalized interest
$
9,662

$
7,351

$
30,324

$
21,578


NOTE 12 – RECLAMATION AND MINE CLOSURE
Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. The Company uses assumptions about future costs, mineral prices, mineral processing recovery rates, production levels, capital costs and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. The sum of the expected costs by year is discounted, using the Company's credit adjusted risk free interest rate. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions.
Changes to the Company’s asset retirement obligations for active mining sites are as follows (in thousands):
Three months ended September 30,
Nine months ended September 30,
2013
2012
2013
2012
Asset retirement obligation - beginning
$
35,578

$
34,510

$
34,456

$
32,714

Accretion
777

714

2,277

2,180

Addition and changes in estimates
19,542

—

19,542

335

Settlements
(124
)
(13
)
(502
)
(18
)
Asset retirement obligation - ending
$
55,773

$
35,211

$
55,773

$
35,211

In addition, the Company has accrued $0.6 million and $0.9 million as of September 30, 2013 and December 31, 2012 , respectively, for reclamation liabilities related to former mining activities. These amounts are also included in reclamation and mine closure liabilities. In the three months ended September 30, 2013 , the Company increased its estimate of the reclamation obligations by $16.8 million at Rochester and $2.7 million at Kensington.

14
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

NOTE 13 – INCOME TAXES
The following table summarizes the components of the Company’s income tax provision for the three and nine months ended September 30, 2013 and 2012 (in thousands):
Three months ended September 30,
Nine months ended September 30,
2013
2012
2013
2012
United States
$
5,182

$
(465
)
$
1,905

$
(3,990
)
Mexico
1,886

5,409

(17,585
)
(10,341
)
Bolivia
(4,598
)
(23,106
)
(13,482
)
(41,684
)
Other jurisdictions
(489
)
687

(2,511
)
(758
)
Income tax provision from continuing operations
$
1,981

$
(17,475
)
$
(31,673
)
$
(56,773
)
The income tax provision for the three and nine months ended September 30, 2013 varies from the statutory rate primarily because of differences in tax rates for the Company's foreign operations and changes in valuation allowances for net deferred tax assets, permanent differences and foreign exchange rate differences.
The Company has U.S. net operating loss carryforwards which expire in 2017 through 2031. Net operating losses in foreign countries have an indefinite carryforward period, except in Mexico where net operating loss carryforwards are limited to ten years.
NOTE 14 – SHARE-BASED COMPENSATION PLANS
Compensation expense recognized in the Company’s consolidated financial statements for the three months ended September 30, 2013 and 2012 for share based compensation awards was $0.2 million and $3.4 million , respectively. Compensation expense recognized for the nine months ended September 30, 2013 and 2012 for share based compensation awards was $2.3 million and $6.1 million , respectively. Stock appreciation rights (SARs) outstanding under the plan are liability-based awards and are required to be re-measured at the end of each reporting period with corresponding adjustments to previously recognized and future stock-based compensation expense. At September 30, 2013 , there was $7.4 million of total unrecognized compensation cost (net of estimated forfeitures) to be recognized over a weighted-average period of 1.7 years.

The following table summarizes the new grants issued during the nine months ended September 30, 2013 :
Grant date
Restricted
stock
Grant date fair
value of
restricted stock
Stock options
Grant date
fair value of
stock
options
Performance
shares
Grant date fair
value of
performance
shares
January 2, 2013
1,805

$
25.20

—

$
—

—

$
—

January 22, 2013
47,994

$
23.90

77,715

$
14.77

95,991

$
27.41

February 4, 2013
18,668

$
22.63

17,692

$
14.00

21,828

$
25.96

April 1, 2013
157,142

$
18.51

73,290

$
11.39

28,662

$
21.23

May 21, 2013
111,193

$
13.66

—

$
—

—

$
—

July 1, 2013
69,774

$
12.72

16,157

$
7.93

20,451

$
14.59

The following options and stock appreciation rights were exercised during the nine months ended September 30, 2013 :
Award Type
Number of
Exercised Units
Weighted Average
Exercised Price
Number of Exercisable Units
Weighted Average
Exercisable Price
Options
926

$
20.80

252,713

$
33.07

Stock Appreciation Rights
3,846

$
15.40

65,019

$
14.21


The following shows the weighted average fair value of SARs outstanding at September 30, 2013 :
SARs
Weighted average fair value
$
3.09



15
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

NOTE 15 – DEFINED CONTRIBUTION AND 401(k) PLAN
Defined Contribution and 401(k) Plan
The Company maintains a retirement savings plan (which qualifies under Section 401(k) of the U.S. Internal Revenue Code) covering all eligible U.S. employees. Under the plan, employees may elect to contribute up to 75% of base salary, subject to ERISA limitations. The Company adopted a Safe Harbor Tiered Match and is required to make matching contributions equal to 100% of the employee’s contribution up to 3% of the employee’s compensation plus matching contributions equal to 50% of the employee’s contribution up to an additional 2% of the employee’s compensation. In addition, the Company provides a noncontributory defined contribution based on a percentage of eligible employee's salary. Total plan expenses recognized in the Company’s consolidated financial statements for the three months ended September 30, 2013 and 2012 were $1.1 million and $1.0 million , respectively. Total plan expenses recognized in the Company’s consolidated financial statements for the nine months ended September 30, 2013 and 2012 were $3.2 million and $3.1 million , respectively.
NOTE 16 – DERIVATIVE FINANCIAL INSTRUMENTS
Palmarejo Gold Production Royalty
On January 21, 2009, the Company entered into a gold production royalty transaction with Franco-Nevada Corporation. The royalty covers 50% of the life of mine production from the Palmarejo mine and adjacent properties. The royalty transaction included a minimum obligation of 4,167 ounces per month that ends when payments have been made on a total of 400,000 ounces of gold. As of September 30, 2013 , a total of 156,493 ounces of gold remain outstanding under the minimum royalty obligation.
The price volatility associated with the minimum royalty obligation is considered an embedded derivative financial instrument under U.S. GAAP. As such, the Company is required to recognize the change in fair value of the remaining minimum obligation due to the changing gold prices. Unrealized gains are recognized in periods when the forward gold price has decreased from the previous period and unrealized losses are recognized in periods when the forward gold price increases. The fair value of the embedded derivative is reflected net of the Company's current credit adjusted risk free rate, which was 6.3% and 4.2% at September 30, 2013 and December 31, 2012 , respectively. The fair value of the embedded derivative at September 30, 2013 and December 31, 2012 , based on forward gold prices averaging approximately $1,337 and $1,694 per ounce, respectively, was a liability of $62.0 million and $145.1 million , respectively. During the three months ended September 30, 2013 and 2012, mark-to-market adjustments for this embedded derivative amounted to a loss of $9.6 million and $23.4 million , respectively. During the nine months ended September 30, 2013 and 2012 , mark-to-market adjustments for this embedded derivative amounted to a gain of $83.1 million and a loss of $10.9 million , respectively.
Payments on the royalty obligation occur monthly resulting in a decrease to the carrying amount of the minimum obligation and the derivative liability and the recognition of realized gains or losses as a result of changing prices for gold. Each monthly payment is an amount equal to the greater of the minimum of 4,167 ounces of gold or 50% of the actual gold production per month multiplied by the excess of the monthly average market price of gold above $400 per ounce (which $400 floor is subject to a 1% annual inflation compounding adjustment beginning on January 21, 2013). For the three months ended September 30, 2013 and 2012, realized losses on settlement of the liabilities were $5.6 million and $10.9 million, respectively. For the nine months ended September 30, 2013 and 2012 , realized losses on settlement of the liabilities were $22.9 million and $35.0 million , respectively. The mark-to-market adjustments and realized losses are included in fair value adjustments, net in the consolidated statement of operations.
Foreign Exchange Contracts and Hedges
The Company periodically enters into foreign exchange contracts and hedges to reduce the foreign exchange risk associated with forecasted Mexican peso (“MXN”) operating costs at its Palmarejo mine. At September 30, 2013 , the Company had MXN foreign exchange contracts of $24.0 million in U.S. dollars. These contracts require the Company to exchange U.S. dollars for MXN at a weighted average exchange rate of 12.55 MXN to each U.S. dollar over the next six months. At December 31, 2012, the Company had MXP foreign exchange contracts of $26.1 million in U.S. dollars. These contracts required the Company to exchange U.S. dollars for MXN at a weighted average exchange rate of 13.11 MXN to each U.S. dollar and the Company had a liability with a fair value of $0.1 million at December 31, 2012. In addition, at September 30, 2013 , the Company had outstanding call options requiring it to sell $24.0 million in U.S. dollars in exchange for MXP at a weighted average strike price of 15.06 MXP to each U.S. dollar if the foreign exchange rate exceeds the strike price. Further, at September 30, 2013 , the Company had outstanding put options allowing it to buy $24.0 million in U.S. dollars in exchange for MXP at a weighted average strike price of 12.50 MXP to each U.S. dollar if the foreign exchange rate exceeds the strike price. The Company had a liability with a fair value of $1.3 million at September 30, 2013 . The Company recorded a mark-to-market gain on these contracts of $0.1 million and a mark-to-market loss of $1.4 million for the three and nine months ended September 30, 2013 , respectively. The Company recorded mark-to-market gains on these contracts of $0.6 million and $3.4 million for the three and nine months ended September 30, 2012 , respectively. These mark-to-market adjustments are reflected in fair value adjustments, net in the consolidated statement of operations. The Company recorded a realized loss of $0.1 million and a realized gain of $0.7 million in production costs

16
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

applicable to sales during the three and nine months ended September 30, 2013 , respectively. The Company recorded realized gains of $0.4 million and realized losses of $1.5 million in the three and nine months ended September 30, 2012 , respectively, which have been recognized in production costs applicable to sales.
Concentrate Sales Contracts
The Company enters into concentrate sales contracts with third-party smelters. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted metal prices. The provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates at the forward price at the time of sale. The embedded derivative, which is the final settlement price based on a future price, does not qualify for hedge accounting. These embedded derivatives are recorded as derivative assets (in Prepaid expenses and other) or derivative liabilities (in Accrued liabilities and other) on the balance sheet and are adjusted to fair value through earnings each period until the date of final settlement. At September 30, 2013 , the Company had outstanding provisionally priced sales of $32.4 million, consisting of 0.1 million ounces of silver and 26,265 ounces of gold, which had a fair value of $31.7 million including the embedded derivative. At December 31, 2012 , the Company had outstanding provisionally priced sales of $33.2 million consisting of 0.4 million ounces of silver and 11,957 ounces of gold, which had a fair value of approximately $34.1 million including the embedded derivative.
Commodity Derivatives
At September 30, 2013 , the Company had outstanding put options that expire December 31, 2013, allowing it to sell 1.3 million ounces of silver and 25,000 ounces of gold at a strike price of $17.00 per ounce and $1,200 per ounce, respectively, if the market price of silver and gold were to fall below the strike price. The fair market value of these contracts was a net asset of $0.2 million . During the three months ended September 30, 2013 , the Company recorded unrealized losses on the contracts of $0.4 million .
At December 31, 2012, the Company had outstanding call options requiring it to deliver 97,000 ounces of gold at a weighted average strike price of $1,967.89 per ounce if the market price of gold exceeds the strike price. At December 31, 2012, the Company had outstanding put options allowing it to sell 122,000 ounces of gold at a weighted average strike price of $967.86 per ounce if the market price of gold were to fall below the strike price. The fair market value of these contracts at December 31, 2012 was a net liability of $9.3 million . During the nine months ended September 30, 2013 , 25,000 ounces of gold put options expired at a weighted average strike price of $921.60 per ounce and 12,500 ounces of gold call options expired at a weighted average strike price of $2,000 , resulting in a realized loss of $1.1 million . During the three months ended September 30, 2013 and 2012 , the Company settled the remaining 97,000 ounces of gold put options and 84,500 ounces of gold call options for a net realized gain of $0.4 million . During the three months ended September 30, 2013 and 2012 , the Company recorded unrealized losses of $2.4 million and $3.6 million , respectively, related to the outstanding options. During the nine months ended September 30, 2013 and 2012 , the Company recorded unrealized gains of $9.3 million and $1.4 million , respectively, related to the outstanding options. The realized and unrealized gains and losses are included in fair value adjustments, net in the consolidated statement of operations.


17
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

As of September 30, 2013 , the Company had the following derivative instruments that settle in each of the years indicated in the table (in thousands except average prices, ounces and notional data):
2013
2014
2015
Thereafter
Palmarejo gold production royalty
$
8,633

$
24,895

$
24,691

$
19,236

Average gold price in excess of minimum contractual deduction
$
502

$
498

$
494

$
490

Notional ounces
17,201

50,004

50,004

39,285

Mexican peso forward purchase contracts
$
12,000

$
12,000

$
—

$
—

Average rate (MXP/$)
$
12.90

$
12.20

$
—

$
—

Mexican peso notional amount
154,816

146,460

—

—

Mexican peso put options purchased
$
—

$
24,000

$
—

$
—

Average strike price (MXP/$)
$
—

$
12.50

$
—

$
—

Mexico peso notional amount
—

300,000

—

—

Mexican peso call options sold
$
—

$
24,000

$
—

$
—

Average strike price (MXP/$)
$
—

$
15.06

$
—

$
—

Mexico peso notional amount
—

361,500

—

—

Silver concentrate sales agreements
$
2,326

$
—

$
—

$
—

Average silver price
$
22.82

$
—

$
—

$
—

Notional ounces
101,908

—

—

—

Gold concentrate sales agreements
$
30,123

$
—

$
—

$
—

Average gold price
$
1,147

$
—

$
—

$
—

Notional ounces
26,265

—

—

—

Gold put options purchased
$
382

$
—

$
—

$
—

Average gold strike price
$
1,200

$
—

$
—

$
—

Notional ounces
25,000

—

—

—

Silver put options purchased
$
186

$
—

$
—

$
—

Average silver strike price
$
17.00

$
—

$
—

$
—

Notional ounces
1,250,000

—

—

—


The following summarizes the classification of the fair value of the derivative instruments as of September 30, 2013 and December 31, 2012 (in thousands):
September 30, 2013
Prepaid
expenses and
other
Accrued
liabilities and
other
Current
portion of
royalty
obligation
Non-current
portion of
royalty
obligation
Foreign exchange contracts Peso
$
9

$
1,355

$
—

$
—

Palmarejo gold production royalty
—

—

22,590

39,406

Gold and silver put options
160

—

—

—

Concentrate sales contracts
42

766

—

—

$
211

$
2,121

$
22,590

$
39,406


18
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

December 31, 2012
Prepaid
expenses and
other
Accrued
liabilities and
other
Other long-
term
Liabilities
Current
portion of
royalty
obligation
Non-current
portion of
royalty
obligation
Foreign exchange contracts Peso
$
376

$
300

$
—

$
—

$
—

Palmarejo gold production royalty
—

—

—

41,146

103,952

Put and call options, net
—

2,025

7,274

—

—

Concentrate sales contracts
1,030

163

—

—

—

$
1,406

$
2,488

$
7,274

$
41,146

$
103,952

The following represent mark-to-market gains (losses) on derivative instruments for the three and nine months ended September 30, 2013 and 2012 (in thousands):
Three months ended September 30,
Nine months ended September 30,
Financial statement line
Derivative
2013
2012
2013
2012
Sales of metal
Concentrate sales contracts
$
718

$
1,591

$
(2,037
)
$
2,050

Production costs applicable to sales
Forward foreign exchange contracts
(99
)
394

732

(1,540
)
Fair value adjustments, net
Foreign exchange contracts MXN Peso
100

621

(1,422
)
3,394

Fair value adjustments, net
Silver ounces receivable
—

280

—

302

Fair value adjustments, net
Palmarejo gold royalty
(15,279
)
(34,266
)
60,216

(45,771
)
Fair value adjustments, net
Put and call options
(3,104
)
(4,283
)
7,474

(2,647
)
$
(17,664
)
$
(35,663
)
$
64,963

$
(44,212
)
Credit Risk
The credit risk exposure related to any potential derivative instruments is limited to the unrealized gains, if any, on outstanding contracts based on current market prices. To reduce counter-party credit exposure, the Company deals with financial institutions management deems credit worthy and limits credit exposure to each. The Company does not anticipate non-performance by any of its counterparties. In addition, to allow for situations where positions may need to be revised, the Company deals only in markets that management considers highly liquid.
NOTE 17 – COMMITMENTS AND CONTINGENCIES
Sites Related to Callahan Mining Corporation
In 1991, the Company acquired all of the outstanding common stock of Callahan Mining Corporation. Since then, the Company has received requests for information or notices of potential liability from state or federal agencies with regard to Callahan's operations at sites in Idaho, Maine, Colorado and Washington. The Company did not make any decisions with respect to generation, transport or disposal of hazardous waste at these sites. Therefore, the Company believes that it is not liable for any potential cleanup costs either directly as an operator or indirectly as a parent. To date, none of these agencies have made any claims against the Company or Callahan for cleanup costs. The Company anticipates that further agency interaction may be possible with respect to three of these sites, discussed below.
Callahan operated a mine and mill in Brooksville, Maine from 1968 until 1972 and subsequently disposed of the property. In 2000, the U.S. Environmental Protection Agency, or EPA, made a formal request to the Company for information regarding the site. The site was placed on the National Priorities List on September 5, 2002, and the Maine Department of Transportation, a partial owner of the property, signed a consent order in 2005. In January 2009, the EPA and the State of Maine made additional formal requests to the Company for information relating to the site, to which the Company responded. The first phase of cleanup at the site began in April 2011.
The Van Stone Mine in Stevens County, Washington consists of several parcels and was mined from 1926 until 1993. Callahan sold its parcel in 1990. In February 2010, the State of Washington Department of Ecology notified Callahan Mining Corporation that it, among others, is a potentially liable person (PLP) under Washington law. Asarco LLC ("Asarco"), an affiliate of American Smelting and Refining Company, which developed the mill on the site in 1951, settled for $3.5 million. Another potentially liable person, Vaagen Brothers, signed a consent order which allows access to the site for a Remedial Investigation and Feasibility Study. Neither the Company nor Callahan Mining Corporation has received any further notices from the Washington

19
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

Department of Ecology. On June 5, 2012, Asarco filed a lawsuit in the U.S. District Court for the Eastern District of Washington against five named defendants, including Callahan Mining Corporation, seeking contribution for the $3.5 million settlement. Callahan Mining Corporation filed a response and defense to the lawsuit on December 11, 2012 and does not believe it has any liability to Asarco. The Court has set a trial date for September 22, 2014. On January 23, 2013, the Court entered an Order dismissing one of the five named defendants from the lawsuit as a result of the parties reaching a settlement.
Callahan controlled the Akron Mine located in Gunnison County, Colorado under lease and option agreements with several owners from 1937-1960. In December 2003, the United States Forest Service (“USFS”) made a formal request for information to the Company for information regarding the site, to which the Company responded. In February 2007, the USFS made a formal request for information to Callahan for information regarding the site, to which Callahan responded. In April 2013, the USFS made a formal request for information to the Company regarding the site, to which the Company responded on June 10, 2013.
Bolivian Temporary Restriction on Mining above 4,400 Meters
On October 14, 2009, the Bolivian state-owned mining organization, COMIBOL, announced by resolution that it was temporarily suspending mining activities above the elevation of 4,400 meters above sea level while stability studies of Cerro Rico mountain are undertaken. The Company holds rights to mine above this elevation under valid contracts with COMIBOL as well as under authorized contracts with local mining cooperatives that hold their rights under contract themselves with COMIBOL. The Company temporarily adjusted its mine plan to confine mining activities to the ore deposits below 4,400 meters above sea level and timely notified COMIBOL of the need to lift the restriction.
The Cooperative Reserva Fiscal, with which the Company has one of those contracts, subsequently interpreted the COMIBOL resolution and determined that the Huacajchi deposit was not covered by such resolution. In March 2010, the Cooperative Reserva Fiscal notified COMIBOL that, based on its interpretation, it was resuming mining of high grade material above the 4,400 meter level in the Huacajchi deposit. In December 2011, the Cooperative Reserva Fiscal sent a similar notification to COMIBOL with respect to a further area above the 4,400 meter level known as Huacajchi Sur. Based on these notifications and on the absence of any objection from COMIBOL, the Company resumed mining operations at the San Bartolomé mine on the Huacajchi deposit and Huacajchi Sur. Mining in other areas above the 4,400 meter level continues to be suspended.
The partial suspension may reduce production until the Company is able to resume mining above 4,400 meters generally. It is uncertain at this time how long the suspension will remain in place. In addition, it is possible that COMIBOL may decide that the Company's operations at the Huacajchi deposit or Huacajchi Sur are subject to the COMIBOL resolution, which may force the Company to cease mining at such deposits. If COMIBOL objects to the Company mining at the Huacajchi deposit or Huacajchi Sur or if the other restrictions are not lifted, the Company may need to write down the carrying value of the asset. It is also uncertain if any new mining or investment policies or shifts in political attitude may affect mining in Bolivia.
Appeal of Plan of Operations Amendment at Rochester in Nevada
The Rochester property is the subject of an administrative appeal filed by Great Basin Resource Watch (“GBRW”) with the Interior Board of Land Appeals (“IBLA”). This appeal challenges the decision of the U.S. Bureau of Land Management (“BLM”) to approve a plan of operations amendment permitting resumed mining in the existing mine pit and construction of a new heap leach pad.  GBRW asserts that the National Environmental Policy Act (“NEPA”) required an Environmental Impact Statement for the plan of operations amendment, as opposed to the Environmental Assessment (“EA”) that was prepared.  GBRW further alleges that BLM violated the Federal Land Policy & Management Act (“FLPMA”) by failing to avoid unnecessary and undue degradation of public lands.  Because GBRW did not seek a stay of BLM's decision, operations are proceeding as approved. Coeur was granted intervenor status in the appeal and is actively participating in its resolution.  The BLM and Coeur assert that the EA complies with NEPA and that BLM complied with FLPMA by, among other things, requiring mitigation of any possible future effects on water quality.  BLM filed a Supplemental Briefing on March 1, 2012 regarding additional analysis conducted by the BLM further supporting and strengthening BLM and Coeur's positions that the EA complies with NEPA. The Company cannot predict whether this will result in further briefing with the IBLA, when the IBLA will rule on the appeal or what impact, if any, an adverse ruling may have on Rochester's operations.
Settlement of Unpatented Mining Claims Dispute at Rochester in Nevada and 3.4% NSR Royalty
In 2011, Coeur Rochester, Inc. (“Coeur Rochester”) filed a lawsuit against Rye Patch Gold Corp and Rye Patch Gold US, Inc. seeking a declaratory judgment as to Coeur Rochester’s ownership of unpatented mining claims surrounding the Coeur Rochester operation.  Rye Patch Gold US, Inc. filed a similar action asserting its interest in the claims.  The dispute stemmed from competing asserted interests in the mining claims following Coeur Rochester’s inadvertent failure to pay annual mining claim maintenance fees.  In the second quarter of 2013, Coeur Rochester settled all claims associated with the dispute and, in connection therewith, agreed to make a one-time $10.0 million cash payment and granted a 3.4% net smelter returns royalty to Rye Patch on production and sales from the Rochester mine, commencing in January 2014, up to 39.4 million silver equivalent ounces.  The above settlement resulted in a $32.0 million charge in the second quarter of 2013. Payments on the royalty obligation will occur

20
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

quarterly reducing the carrying amount of the royalty liability and changes in silver and gold prices will result in the recognition of mark-to-market gains or losses in Fair value adjustments, net in the consolidated statement of operations.
Mexican Import Tax
During the third quarter of 2013, the Company was notified by Mexican tax authorities of potential penalties arising from an alleged misuse of its import license in Mexico relating to imports of goods in 2008, 2009 and 2011.  The Company has a validly-issued Mexican import license, and routinely contracts with third party importers in its ordinary course operating activities.  The Mexican authorities claimed that the valid legal formation and existence of one such importer could not be confirmed. Accordingly, the authorities considered the certificates of origin on goods imported by that importer to be invalid, and determined that the origin of those imported goods could not be conclusively established, which resulted in the denial of preferential tariff treatment for all items imported by that third party importer on behalf of the Company and potential interest and penalties payable by the Company in connection therewith. The Company is currently negotiating with Mexican tax authorities to resolve the matter. During the three months ended September 30, 2013 , the Company accrued $1.8 million for the potential settlement of these claims.
Kensington Production Royalty
On July 7, 1995, Coeur, through its wholly-owned subsidiary, Coeur Alaska, Inc., acquired the 50% ownership interest of Echo Bay Exploration Inc., or Echo Bay, giving Coeur 100% ownership of the Kensington property. Coeur Alaska is obligated to pay Echo Bay, a subsidiary of Kinross Gold Corporation, a scaled net smelter return royalty on 1.0 million ounces of future gold production after Coeur Alaska recoups the $32.5 million purchase price and its construction and development expenditures incurred after July 7, 1995 in connection with placing the property into commercial production. The royalty ranges from 1% at gold prices of $400 per ounce to a maximum of 2.5% at gold prices above $475 per ounce, with the royalty to be capped at 1.0 million ounces of production. No royalty has been paid to date.
Rochester Production Royalty
The Company acquired the Rochester property from ASARCO, a subsidiary of Grupo Mexico SA de CV, in 1983. The Company is obligated to pay a net smelter royalty interest to ASARCO when the market price of silver equals or exceeds $23.60 per ounce up to a maximum rate of 5% . Royalty expense was zero and $0.8 million , respectively for the three months ended September 30, 2013 and 2012 , respectively. Royalty expense was $1.0 million and $2.0 million , respectively for the nine months ended September 30, 2013 and 2012 , respectively.
Palmarejo Gold Production Royalty
On January 21, 2009, Coeur Mexicana entered into a gold production royalty transaction with Franco-Nevada Corporation under which Franco-Nevada purchased a royalty covering 50% of the life of mine gold to be produced from its Palmarejo silver and gold mine in Mexico. The royalty agreement provides for a minimum obligation to be paid monthly on a total of 400,000 ounces of gold, or 4,167 ounces per month over an initial eight -year period. As of September 30, 2013 , a total of 156,493 ounces of gold remain outstanding under the minimum royalty obligation.
NOTE 18 – SIGNIFICANT CUSTOMERS
The Company markets its refined doré to credit worthy bullion trading houses, market makers and members of the London Bullion Market Association and sound financial institutions. The refined metals are ultimately sold to end users for use in electronic circuitry, jewelry, silverware, pharmaceutical products, and the technology industry. The Company currently has eight trading counterparties (International Commodities, Mitsui, Mitsubishi, Standard Bank, Valcambi, TD Bank Group, Johnson Matthey, and Auramet) and the sales of metals to these companies amounted to approximately 83% and 92% of total metal sales for the nine months ended September 30, 2013 and 2012 , respectively. Generally, the loss of a single bullion trading counterparty would not adversely affect the Company due to the liquidity of the markets and the availability of alternative trading counterparties.
Sales of silver and gold concentrates to third parties (Nyrstar, Aurubis, Sumitomo, and China National Gold) amounted to approximately 17% and 8% of total metal sales for the nine months ended September 30, 2013 , and 2012 , respectively. The loss of any one smelting and refining client may have a material adverse effect if alternate smelters and refiners are not available. The Company believes there is sufficient global capacity available to address the loss of any one smelter.

21
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

The following table indicates customers that represent 10% or more of total sales of metal for the three months ended September 30, 2013 and 2012 (in millions):
Three months ended September 30,
Customer
2013
2012
Segments reporting sales of metal
International Commodities
$
41.5

$
10.8

Palmarejo, Rochester
Mitsui
$
29.4

$
14.2

Palmarejo, Rochester
TD Bank Group
$
28.9

$
19.4

Palmarejo, Rochester
Auramet
$
28.5

$
32.0

Rochester, Kensington
Valcambi
$
22.5

$
112.7

Palmarejo, San Bartolomé
China National Gold
$
21.3

$
9.6

Kensington
The following table indicates customers that represent 10% or more of total sales of metal for the nine months ended September 30, 2013 and 2012 (in millions):
Nine months ended September 30,
Customer
2013
2012
Segments reporting sales of metal
Auramet
$
97.4

$
65.5

Palmarejo, San Bartolomé, Kensington
International Commodities
$
82.0

$
34.7

Palmarejo, San Bartolomé, Rochester
TD Bank Group
$
78.1

$
44.6

Palmarejo, Rochester
Valcambi
$
61.9

$
368.9

Palmarejo, San Bartolomé
NOTE 19 – SEGMENT REPORTING
The operating segments are managed separately because each segment represents a distinct use of company resources and a separate contribution to the Company’s cash flows. The Company’s reportable operating segments include the Palmarejo, San Bartolomé, Martha, Rochester, Kensington and Endeavor mining properties and the La Preciosa exploration property. All operating segments are engaged in the discovery and/or mining of gold and silver and generate the majority of their revenues from the sale of these precious metal concentrates and/or refined precious metals. Through September 2012, the Martha mine sold precious metal concentrates, typically under long-term contracts, to trading partners located in the United States and Switzerland. The Company ceased active mining operations at the Martha mine in September of 2012.
The Kensington mine sells a gold concentrate, typically under long-term contracts to smelters in China and Japan. Refined gold and silver produced by the Rochester, Palmarejo, and San Bartolomé mines are principally sold on a spot basis to precious metals trading banks such as International Commodities, Mitsui, Mitsubishi, Standard Bank, TD Bank Group, Valcambi and Auramet. Concentrates produced at the Endeavor mine are sold to Nyrstar (formerly Zinifex), an Australian smelter. The Company’s exploration programs, other than the La Preciosa project, are reported in its other segment. The other segment also includes the corporate headquarters, elimination of intersegment transactions and other items necessary to reconcile to consolidated amounts. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies above. The Company evaluates performance and allocates resources based on profit or loss before interest, income taxes, depreciation and amortization, unusual and infrequent items and extraordinary items.

22
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)


Financial information relating to the Company’s segments is as follows (in thousands):
Three months ended September 30, 2013
Palmarejo
Mine
San Bartolomé
Mine
Kensington
Mine
Rochester
Mine
Martha
Mine
Endeavor
Mine
La Preciosa
Other
Total
Sales of metals
$
104,524

$
28,819

$
38,927

$
24,259

$
—

$
4,296

$
—

$
—

$
200,825

Production costs applicable to sales
(66,839
)
(17,673
)
(27,484
)
(17,861
)
—

(1,871
)
—

—

(131,728
)
Depreciation and depletion
(33,654
)
(4,909
)
(18,190
)
(2,860
)
(108
)
(894
)
(11
)
(248
)
(60,874
)
Gross profit
4,031

6,237

(6,747
)
3,538

(108
)
1,531

(11
)
(248
)
8,223

Exploration expense
860

(3
)
1,496

624

282

—

(671
)
717

3,305

Other operating expenses
—

1,969

(6
)
173

738

—

1,888

15,433

20,195

OPERATING INCOME / LOSS
3,171

4,271

(8,237
)
2,741

(1,128
)
1,531

(1,228
)
(16,398
)
(15,277
)
Interest and other income, net
(2,281
)
582

—

60

(595
)
—

19

(446
)
(2,661
)
Interest expense, net
(2,925
)
(12
)
(51
)
(5
)
—

—

—

(6,669
)
(9,662
)
Fair value adjustments, net
(15,260
)
—

(2,952
)
(2,363
)
—

—

—

(71
)
(20,646
)
Income tax expense
1,564

(4,648
)
—

—

5

—

—

5,060

1,981

Net income (loss)
$
(15,731
)
$
193

$
(11,240
)
$
433

$
(1,718
)
$
1,531

$
(1,209
)
$
(18,524
)
$
(46,265
)
Segment assets (A)
$
1,825,599

$
289,274

$
481,613

$
161,993

$
6,146

$
27,938

$
410,085

$
109,520

$
3,312,168

Capital expenditures (B)
$
10,290

$
4,166

$
4,934

$
12,267

$
—

$
—

$
358

$
711

$
32,726


Three months ended September 30, 2012
Palmarejo
Mine
San Bartolomé
Mine
Kensington
Mine
Rochester
Mine
Martha
Mine
Endeavor
Mine
La Preciosa
Other
Total
Sales of metals
$
102,642

$
46,192

$
36,450

$
36,244

$
4,933

$
4,132

$
—

$
—

$
230,593

Production costs applicable to sales
(48,672
)
(19,937
)
(26,881
)
(21,014
)
(6,481
)
(1,982
)
—

—

(124,967
)
Depreciation and depletion
(34,007
)
(4,163
)
(11,512
)
(2,061
)
(32
)
(898
)
—

(171
)
(52,844
)
Gross profit
19,963

22,092

(1,943
)
13,169

(1,580
)
1,252

—

(171
)
52,782

Exploration expense
2,288

50

1,476

1,158

1,217

—

—

768

6,957

Loss on impairment
—

—

—

—

1,293

—

—

—

1,293

Other operating expenses
—

50

39

1,109

133

—

—

9,212

10,543

OPERATING INCOME / LOSS
17,675

21,992

(3,458
)
10,902

(4,223
)
1,252

—

(10,151
)
33,989

Interest and other income, net
4,914

8,353

—

59

(342
)
—

—

(320
)
12,664

Interest expense
(4,401
)
(11
)
(1,834
)
(6
)
(2
)
—

—

(1,097
)
(7,351
)
Fair value adjustments, net
(34,266
)
—

(4,283
)
—

—

—

—

901

(37,648
)
Income tax benefit (expense)
5,495

(23,106
)
—

—

1,233

(202
)
—

(895
)
(17,475
)
Net income (loss)
$
(10,583
)
$
7,228

$
(9,575
)
$
10,955

$
(3,334
)
$
1,050

$
—

$
(11,562
)
$
(15,821
)
Segment assets (A)
$
1,926,695

$
299,041

$
520,619

$
104,066

$
11,339

$
32,619

$
—

$
18,613

$
2,912,992

Capital expenditures (B)
$
11,321

$
4,406

$
9,034

$
4,777

$
6

$
—

$
—

$
428

$
29,972




23
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

Nine months ended
September 30, 2013
Palmarejo
Mine
San Bartolomé
Mine
Kensington
Mine
Rochester
Mine
Martha
Mine
Endeavor
Mine
La Preciosa
Other
Total
Sales of metals
$
248,167

$
111,196

$
109,053

$
98,636

$
(662
)
$
10,757

$
—

$
—

$
577,147

Production costs applicable to sales
(148,776
)
(66,165
)
(81,203
)
(62,418
)
—

(4,874
)
—

(1
)
(363,437
)
Depreciation and depletion
(98,161
)
(14,606
)
(44,837
)
(7,365
)
(338
)
(2,938
)
(12
)
(706
)
(168,963
)
Gross profit
1,230

30,425

(16,987
)
28,853

(1,000
)
2,945

(12
)
(707
)
44,747

Exploration expense
6,029

76

2,732

1,621

4,460

—

19

1,983

16,920

Loss on impairment
—

—

—

—

205

—

—

—

205

Other operating expenses
—

5,691

204

34,494

2,643

—

1,888

38,032

82,952

OPERATING INCOME / LOSS
(4,799
)
24,658

(19,923
)
(7,262
)
(8,308
)
2,945

(1,919
)
(40,722
)
(55,330
)
Interest and other income, net
(768
)
1,871

281

117

166

—

8

(17,288
)
(15,613
)
Interest expense, net
(10,853
)
(59
)
(405
)
(16
)
—

—

—

(18,991
)
(30,324
)
Fair value adjustments, net
60,234

—

7,626

(2,363
)
—

—

—

(1,592
)
63,905

Income tax expense
(17,383
)
(13,482
)
(1
)
—

(38
)
—

—

(769
)
(31,673
)
Net income (loss)
$
26,431

$
12,988

$
(12,422
)
$
(9,524
)
$
(8,180
)
$
2,945

$
(1,911
)
$
(79,362
)
$
(69,035
)
Segment assets (A)
$
1,825,599

$
289,274

$
481,613

$
161,993

$
6,146

$
27,938

$
410,085

$
109,520

$
3,312,168

Capital expenditures (B)
$
24,770

$
7,782

$
15,670

$
22,161

$
10

$
—

$
1,093

$
1,268

$
72,754

Nine months ended
September 30, 2012
Palmarejo
Mine
San Bartolomé
Mine
Kensington
Mine
Rochester
Mine
Martha
Mine
Endeavor
Mine
La Preciosa
Other
Total
Sales of metals
$
362,729

$
140,951

$
67,950

$
89,156

$
12,700

$
16,077

$
—

$
—

$
689,563

Production costs applicable to sales
(157,070
)
(56,317
)
(60,078
)
(51,331
)
(17,276
)
(7,272
)
—

—

(349,344
)
Depreciation and depletion
(114,525
)
(12,452
)
(27,836
)
(5,763
)
(1,332
)
(4,134
)
—

(418
)
(166,460
)
Gross profit
91,134

72,182

(19,964
)
32,062

(5,908
)
4,671

—

(418
)
173,759

Exploration expense
5,232

51

1,971

3,003

7,391

—

—

2,181

19,829

Loss on impairment
—

—

—

—

6,106

—

—

—

6,106

Other operating expenses
—

80

75

3,142

411

—

—

24,366

28,074

OPERATING INCOME / LOSS
85,902

72,051

(22,010
)
25,917

(19,816
)
4,671

—

(26,965
)
119,750

Interest and other income, net
4,774

9,079

1

347

(912
)
—

—

1,161

14,450

Interest expense, net
(14,883
)
(47
)
(3,627
)
(21
)
(3
)
—

—

(2,997
)
(21,578
)
Fair value adjustments, net
(45,771
)
—

(2,647
)
—

—

—

—

3,696

(44,722
)
Income tax expense
(10,015
)
(41,684
)
—

—

993

(202
)
—

(5,865
)
(56,773
)
Net income (loss)
$
20,007

$
39,399

$
(28,283
)
$
26,243

$
(19,738
)
$
4,469

$
—

$
(30,970
)
$
11,127

Segment assets (A)
$
1,926,695

$
299,041

$
520,619

$
104,066

$
11,339

$
32,619

$
—

$
18,613

$
2,912,992

Capital expenditures (B)
$
29,665

$
22,413

$
29,235

$
10,362

$
1,194

$
—

$
—

$
988

$
93,857

(A) Segment assets consist of receivables, prepaids, inventories, property, plant, and equipment, and mining properties
(B) Capital expenditures are presented on a cash basis


24
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2013
December 31, 2012
Assets
Total assets for reportable segments
$
3,312,168

$
2,974,056

Cash and cash equivalents
211,434

125,440

Short term investments
—

999

Other assets
113,315

120,906

Total consolidated assets
$
3,636,917

$
3,221,401

Geographic Information
September 30, 2013
December 31, 2012
Long Lived Assets:
United States
$
525,573

$
514,687

Australia
26,469

29,408

Argentina
94,844

95,134

Bolivia
235,059

240,905

Mexico
2,133,645

1,795,677

Total
$
3,015,590

$
2,675,811


Three months ended September 30,
Nine months ended September 30,
2013
2012
2013
2012
Revenues:
United States
$
63,186

$
72,694

$
207,689

$
157,106

Mexico
104,524

102,642

248,167

362,729

Bolivia
28,819

46,192

111,196

140,951

Australia
4,296

4,132

10,757

16,077

Argentina
—

4,933

(662
)
12,700

Total
$
200,825

$
230,593

$
577,147

$
689,563


NOTE 20 – SUPPLEMENTAL GUARANTOR INFORMATION
The following Condensed Consolidating Financial Statements are presented to satisfy disclosure requirements of Rule 3-10 of Regulation S-X resulting from the guarantees by Coeur Alaska, Inc., Coeur Explorations, Inc., Coeur Rochester, Inc. and Coeur South America Corp. (collectively, the “Subsidiary Guarantors”) of the $300 million aggregate principal amount of 7.875% senior notes issued by Coeur on January 29, 2013. The following schedules present Condensed Consolidating Financial Statements of (a) Coeur, the parent company; (b) the Subsidiary Guarantors; and (c) certain wholly owned domestic and foreign subsidiaries of the Company (collectively, the “Non-Guarantor Subsidiaries”). Each of the Subsidiary Guarantors is 100% owned by Coeur, the guarantees are full and unconditional and no other subsidiary of Coeur guaranteed any security issued under the Registration Statement. There are no restrictions on the ability of Coeur to obtain funds from its subsidiaries by dividend or loan.

25
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)


CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2013
Coeur Mining, Inc.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
131,811

$
399

$
79,224

$
—

$
211,434

Investments
—

—

—

—

—

Receivables
353

16,517

57,547

—

74,417

Ore on leach pad
—

39,880

—

—

39,880

Metal and other inventory
—

31,511

92,026

—

123,537

Deferred tax assets
—

—

2,713

—

2,713

Restricted assets
—

—

2,015

—

2,015

Prepaid expenses and other
6,682

6,036

14,060

—

26,778

138,846

94,343

247,585

—

480,774

NON-CURRENT ASSETS
Property, plant and equipment, net
6,085

195,966

447,540

—

649,591

Mining properties, net
—

323,060

2,042,939

—

2,365,999

Ore on leach pad
—

31,966

—

—

31,966

Restricted assets
18,695

60

6,159

—

24,914

Marketable securities
17,616

—

—

—

17,616

Receivables
—

—

37,191

—

37,191

Debt issuance costs, net
11,351

—

—

—

11,351

Deferred tax assets
955

—

149

—

1,104

Net investment in subsidiaries
1,852,147

—

1,578,799

(3,430,946
)
—

Other
53,194

12,232

320,407

(369,422
)
16,411

TOTAL ASSETS
$
2,098,889

$
657,627

$
4,680,769

$
(3,800,368
)
$
3,636,917

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
$
5,287

$
18,755

$
39,568

$
—

$
63,610

Accrued liabilities and other
2,335

864

6,390

—

9,589

Accrued income taxes
34

—

8,495

—

8,529

Accrued payroll and related benefits
4,934

6,465

7,896

—

19,295

Accrued interest payable
4,012

4

1,050

(1,038
)
4,028

Debt and capital leases
—

1,784

306,734

(304,650
)
3,868

Royalty obligations
—

2,428

46,641

—

49,069

Reclamation and mine closure
—

—

947

(504
)
443

Deferred tax liabilities
—

—

121

—

121

16,602

30,300

417,842

(306,192
)
158,552

NON-CURRENT LIABILITIES
Debt and capital leases
305,334

283

64,487

(63,732
)
306,372

Royalty obligations
—

21,981

68,911

—

90,892

Reclamation and mine closure
—

43,993

11,375

504

55,872

Deferred tax liabilities
113,130

—

596,780

—

709,910

Other long-term liabilities
2,299

329

20,743

—

23,371

Intercompany payable (receivable)
(630,424
)
412,112

218,312

—

—

(209,661
)
478,698

980,608


(63,228
)
1,186,417

STOCKHOLDERS’ EQUITY
Common stock
1,006

350

122,826

(123,176
)
1,006

Additional paid-in capital
2,756,377

107,734

3,235,571

(3,343,305
)
2,756,377

Accumulated deficit
(465,191
)
40,545

(76,078
)
35,533

(465,191
)
Accumulated other comprehensive loss
(244
)
—

—

—

(244
)
2,291,948

148,629

3,282,319

(3,430,948
)
2,291,948

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
2,098,889

$
657,627

$
4,680,769

$
(3,800,368
)
$
3,636,917



26
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)



CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2012
Coeur Mining, Inc.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated
ASSETS
(In thousands, except share data)
CURRENT ASSETS
Cash and cash equivalents
$
86,788

$
400

$
38,252

$
—

$
125,440

Investments
999

—

—

—

999

Receivables
8,520

7,643

46,275

—

62,438

Ore on leach pad
—

22,991

—

—

22,991

Metal and other inventory
—

45,906

124,764

—

170,670

Deferred tax assets
—

—

2,458

—

2,458

Restricted assets
—

—

396

—

396

Prepaid expenses and other
3,395

5,947

11,448

—

20,790

99,702

82,887

223,593

—

406,182

NON-CURRENT ASSETS
Property, plant and equipment, net
4,183

208,857

470,962

—

684,002

Mining properties, net
—

301,506

1,690,303

—

1,991,809

Ore on leach pad
—

21,356

—

—

21,356

Restricted assets
18,922

60

5,988

—

24,970

Marketable securities
27,065

—

—

—

27,065

Receivables
—

—

48,767

—

48,767

Debt issuance costs, net
3,713

—

—

—

3,713

Deferred tax assets
955

—

—

—

955

Net investment in subsidiaries
1,553,434

—

1,285,862

(2,839,296
)
—

Other
39,120

12,360

318,330

(357,228
)
12,582

TOTAL ASSETS
$
1,747,094

$
627,026

$
4,043,805

$
(3,196,524
)
$
3,221,401

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
$
2,954

$
17,211

$
37,317

$
—

$
57,482

Accrued liabilities and other
1,418

4,014

4,570

—

10,002

Accrued income taxes
257

—

26,851

—

27,108

Accrued payroll and related benefits
7,477

8,158

5,671

—

21,306

Accrued interest payable
463

5

1,002

(992
)
478

Debt and capital leases
48,081

3,013

309,539

(304,650
)
55,983

Royalty obligations
—

—

65,104

—

65,104

Reclamation and mine closure
—

—

1,445

(777
)
668

Deferred tax liabilities
—

—

121

—

121

60,650

32,401

451,620

(306,419
)
238,252

NON-CURRENT LIABILITIES
Debt and capital leases
—

1,675

53,367

(51,582
)
3,460

Royalty obligations
—

—

141,879

—

141,879

Reclamation and mine closure
—

23,149

10,744

777

34,670

Deferred tax liabilities
115,425

—

462,063

—

577,488

Other long-term liabilities
955

8,086

18,331

—

27,372

Intercompany payable (receivable)
(628,216
)
390,480

237,736

—

—

(511,836
)
423,390

924,120

(50,805
)
784,869

STOCKHOLDERS’ EQUITY
Common stock
903

350

22,760

(23,110
)
903

Additional paid-in capital
2,601,254

107,734

2,748,173

(2,855,907
)
2,601,254

Accumulated deficit
(396,156
)
63,151

(102,868
)
39,717

(396,156
)
Accumulated other comprehensive loss
(7,721
)
—

—

—

(7,721
)
2,198,280

171,235

2,668,065

(2,839,300
)
2,198,280

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
1,747,094

$
627,026

$
4,043,805

$
(3,196,524
)
$
3,221,401


27
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2013

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Sales of metal
$
—

$
63,187

$
137,638

$
—

$
200,825

Production costs applicable to sales
—

(45,346
)
(86,382
)
—

(131,728
)
Depreciation, depletion and amortization
(244
)
(21,054
)
(39,576
)
—

(60,874
)
Gross profit
(244
)
(3,213
)
11,680

—

8,223

COSTS AND EXPENSES
General and administrative
15,622

(143
)
761

—

16,240

Exploration
506

2,305

494

—

3,305

Litigation settlement
—

—

—

—

—

Loss on impairment and other
—

—

—

—

—

Pre-development, care, maintenance and other
—

159

3,796

—

3,955

Total costs and expenses
16,128

2,321

5,051

—

23,500

OPERATING INCOME (LOSS)
(16,372
)
(5,534
)
6,629

—

(15,277
)
OTHER INCOME AND EXPENSE
Fair value adjustments, net
(71
)
(5,315
)
(15,260
)
—

(20,646
)
Other than temporary impairment of marketable securities
(870
)
—

—

—

(870
)
Interest income and other, net
784

87

(1,912
)
(750
)
(1,791
)
Interest expense, net of capitalized interest
(6,665
)
(56
)
(3,691
)
750

(9,662
)
Total other income and expense, net
(6,822
)
(5,284
)
(20,863
)
—

(32,969
)
Income (loss) before income taxes
(23,194
)
(10,818
)
(14,234
)
—

(48,246
)
Income tax provision
5,613

(152
)
(3,480
)
—

1,981

Total income (loss) after taxes
(17,581
)
(10,970
)
(17,714
)
—

(46,265
)
Equity income (loss) in consolidated subsidiaries
(28,684
)
—

—

28,684

—

NET INCOME (LOSS)
$
(46,265
)
$
(10,970
)
$
(17,714
)
$
28,684

$
(46,265
)



CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED SEPTEMBER 30, 2013

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Net income (loss)
$
(46,265
)
$
(10,970
)
$
(17,714
)
$
28,684

$
(46,265
)
OTHER COMPREHENSIVE INCOME (LOSS) net of tax:


Unrealized gain (loss) on available for sale securities
301

—

—

—

$
301

Reclassification adjustments for losses included in net income(A)
1,006

—

—

—

$
1,006

Other comprehensive income
1,307

—

—

—

1,307

COMPREHENSIVE INCOME (LOSS)
$
(44,958
)
$
(10,970
)
$
(17,714
)
$
28,684

$
(44,958
)


28
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2012

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Sales of metal
$
—

$
72,695

$
157,898

$
—

$
230,593

Production costs applicable to sales
—

(47,896
)
(77,071
)
—

(124,967
)
Depreciation, depletion and amortization
(134
)
(13,609
)
(39,101
)
—

(52,844
)
Gross profit
(134
)
11,190

41,726

—

52,782

COSTS AND EXPENSES
General and administrative
9,097

871

298

—

10,266

Exploration
462

2,940

3,555

—

6,957

Loss on impairment and other
—

—

1,293

—

1,293

Pre-development, care, maintenance and other
—

277

—

—

277

Total costs and expenses
9,559

4,088

5,146

—

18,793

OPERATING INCOME (LOSS)
(9,693
)
7,102

36,580

—

33,989

OTHER INCOME AND EXPENSE
Fair value adjustments, net
901

(4,283
)
(34,266
)
—

(37,648
)
Other than temporary impairment of marketable securities
(605
)
—

—

—

(605
)
Interest income and other, net
1,133

86

13,018

(968
)
13,269

Interest expense, net of capitalized interest
(1,097
)
(1,840
)
(5,382
)
968

(7,351
)
Total other income and expense, net
332

(6,037
)
(26,630
)
—

(32,335
)
Income (loss) before income taxes
(9,361
)
1,065

9,950

—

1,654

Income tax provision
(465
)
—

(17,010
)
—

(17,475
)
Total income (loss) after taxes
(9,826
)
1,065

(7,060
)
—

(15,821
)
Equity income (loss) in consolidated subsidiaries
(5,995
)
—

—

5,995

—

NET INCOME (LOSS)
$
(15,821
)
$
1,065

$
(7,060
)
$
5,995

$
(15,821
)



CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED SEPTEMBER 30, 2012

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Net income (loss)
$
(15,821
)
$
1,065

$
(7,060
)
$
5,995

$
(15,821
)
OTHER COMPREHENSIVE INCOME (LOSS) net of tax:
Unrealized gain (loss) on available for sale securities
6,026

—

—

—

6,026

Reclassification adjustments for losses included in net income(A)
605

—

—

—

605

Other comprehensive income
6,631

—

—

—

6,631

COMPREHENSIVE INCOME (LOSS)
$
(9,190
)
$
1,065

$
(7,060
)
$
5,995

$
(9,190
)


29
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2013

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Sales of metal
$
—

$
207,689

$
369,458

$
—

$
577,147

Production costs applicable to sales
—

(143,620
)
(219,817
)
—

(363,437
)
Depreciation, depletion and amortization
(694
)
(52,213
)
(116,056
)
—

(168,963
)
Gross profit
(694
)
11,856

33,585

—

44,747

COSTS AND EXPENSES
General and administrative
37,975

1,400

2,117

—

41,492

Exploration
1,169

5,167

10,584

—

16,920

Litigation settlement
—

32,046

—

—

32,046

Loss on impairment and other
—

—

205

—

205

Pre-development, care, maintenance and other
—

857

8,557

—

9,414

Total costs and expenses
39,144

39,470

21,463

—

100,077

OPERATING INCOME (LOSS)
(39,838
)
(27,614
)
12,122

—

(55,330
)
OTHER INCOME AND EXPENSE
Fair value adjustments, net
(1,593
)
5,263

60,235

—

63,905

Other than temporary impairment of marketable securities
(18,097
)
—

—

—

(18,097
)
Interest income and other, net
2,991

562

1,404

(2,473
)
2,484

Interest expense, net of capitalized interest
(18,984
)
(421
)
(13,392
)
2,473

(30,324
)
Total other income and expense, net
(35,683
)
5,404

48,247

—

17,968

Income (loss) before income taxes
(75,521
)
(22,210
)
60,369

—

(37,362
)
Income tax provision
2,303

(397
)
(33,579
)
—

(31,673
)
Total income (loss) after taxes
(73,218
)
(22,607
)
26,790

—

(69,035
)
Equity income (loss) in consolidated subsidiaries
4,183

—

—

(4,183
)
—

NET INCOME (LOSS)
$
(69,035
)
$
(22,607
)
$
26,790

$
(4,183
)
$
(69,035
)



CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
NINE MONTHS ENDED SEPTEMBER 30, 2013

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Net income (loss)
$
(69,035
)
$
(22,607
)
$
26,790

$
(4,183
)
$
(69,035
)
OTHER COMPREHENSIVE INCOME (LOSS) net of tax:
Unrealized gain (loss) on available for sale securities
(10,756
)
—

—

—

(10,756
)
Reclassification adjustments for losses included in net income(A)
18,233

—

—

—

18,233

Other comprehensive income
7,477

—

—

—

7,477

COMPREHENSIVE INCOME (LOSS)
$
(61,558
)
$
(22,607
)
$
26,790

$
(4,183
)
$
(61,558
)


30
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2012

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Sales of metal
$
—

$
157,106

$
532,457

$
—

$
689,563

Production costs applicable to sales
—

(111,409
)
(237,935
)
—

(349,344
)
Depreciation, depletion and amortization
(382
)
(33,635
)
(132,443
)
—

(166,460
)
Gross profit
(382
)
12,062

162,079

—

173,759

COSTS AND EXPENSES
General and administrative
24,133

1,637

686

—

26,456

Exploration
1,279

5,880

12,670

—

19,829

Loss on impairment and other
—

—

6,106

—

6,106

Pre-development, care, maintenance and other
—

1,580

38

—

1,618

Total costs and expenses
25,412

9,097

19,500

—

54,009

OPERATING INCOME (LOSS)
(25,794
)
2,965

142,579

—

119,750

OTHER INCOME AND EXPENSE
Fair value adjustments, net
3,696

(2,647
)
(45,771
)
—

(44,722
)
Other than temporary impairment of marketable securities
(605
)
—

—

—

(605
)
Interest income and other, net
4,805

870

13,214

(3,834
)
15,055

Interest expense, net of capitalized interest
(2,998
)
(3,648
)
(18,766
)
3,834

(21,578
)
Total other income and expense, net
4,898

(5,425
)
(51,323
)
—

(51,850
)
Income (loss) before income taxes
(20,896
)
(2,460
)
91,256

—

67,900

Income tax provision
(3,990
)
—

(52,783
)
—

(56,773
)
Total income (loss) after taxes
(24,886
)
(2,460
)
38,473

—

11,127

Equity income (loss) in consolidated subsidiaries
36,013

—

—

(36,013
)
—

NET INCOME (LOSS)
$
11,127

$
(2,460
)
$
38,473

$
(36,013
)
$
11,127




CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
NINE MONTHS ENDED SEPTEMBER 30, 2012

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Net income (loss)
$
11,127

$
(2,460
)
$
38,473

$
(36,013
)
$
11,127

OTHER COMPREHENSIVE INCOME (LOSS) net of tax:
Unrealized gain (loss) on available for sale securities
774

—

—

—

774

Reclassification adjustments for losses included in net income(A)
605

—

—

—

605

Other comprehensive income
1,379

—

—

—

1,379

COMPREHENSIVE INCOME (LOSS)
$
12,506

$
(2,460
)
$
38,473

$
(36,013
)
$
12,506


31
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2013

Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by operating activities
$
(57,902
)
$
(2,282
)
$
57,186

$
29,802

$
26,804

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short term investments and marketable securities
(1,307
)
(27
)
(1,355
)
—

(2,689
)
Proceeds from sales and maturities of short term investments
—

27

—

—

27

Capital expenditures
(711
)
(17,201
)
(14,814
)
—

(32,726
)
Other
(13
)
—

(35
)
—

(48
)
Investments in consolidated subsidiaries
29,802

—

—

(29,802
)
—

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
27,771

(17,201
)
(16,204
)
(29,802
)
(35,436
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt, capital leases, and associated costs
—

(665
)
(1,159
)
—

(1,824
)
Payments on gold production royalty
—

—

(12,619
)
—

(12,619
)
Share repurchases
(14,995
)
—

—

—

(14,995
)
Net intercompany borrowings (lending)
(9,917
)
19,824

(9,907
)
—

—

Other
(27
)
—

—

—

(27
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(24,939
)
19,159

(23,685
)
—

(29,465
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(55,070
)
(324
)
17,297

—

(38,097
)
Cash and cash equivalents at beginning of period
186,881

723

61,927

—

249,531

Cash and cash equivalents at end of period
$
131,811

$
399

$
79,224

$
—

$
211,434



32
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2012
Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by operating activities
$
(6,929
)
$
11,912

$
75,567

$
(815
)
$
79,735

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short term investments and marketable securities
(4,071
)
(22
)
—

—

(4,093
)
Proceeds from sales and maturities of short term investments
255

22

60

—

337

Capital expenditures
(428
)
(13,811
)
(15,733
)
—

(29,972
)
Other
524

—

(45
)
—

479

Investments in consolidated subsidiaries
(815
)
—

—

815

—

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
(4,535
)
(13,811
)
(15,718
)
815

(33,249
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt, capital leases, and associated costs
(3,721
)
(73,082
)
(3,515
)
—

(80,318
)
Payments on gold production royalty
—

—

(17,458
)
—

(17,458
)
Reductions of (additions to) restricted assets associated with the Kensington Term Facility
—

4,645

—

—

4,645

Share repurchases
(9,971
)
—

—

—

(9,971
)
Net intercompany borrowings (lending)
(18,609
)
70,142

(51,533
)
—

—

Other
134

—

—

—

134

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(32,167
)
1,705

(72,506
)
—

(102,968
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(43,631
)
(194
)
(12,657
)
—

(56,482
)
Cash and cash equivalents at beginning of period
124,906

537

73,954

—

199,397

Cash and cash equivalents at end of period
$
81,275

$
343

$
61,297

$
—

$
142,915



33
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2013
Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by operating activities
$
(39,646
)
$
18,374

$
128,531

$
(4,183
)
$
103,076

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short term investments and marketable securities
(2,906
)
(65
)
(5,051
)
—

(8,022
)
Proceeds from sales and maturities of short term investments
2,874

65

3,432

—

6,371

Capital expenditures
(1,268
)
(37,831
)
(33,655
)
—

(72,754
)
Acquisition of Orko Silver Corporation
(113,214
)
—

—

—

(113,214
)
Other
(19
)
443

739

—

1,163

Investments in consolidated subsidiaries
(7,671
)
—

3,488

4,183

—

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
(122,204
)
(37,388
)
(31,047
)
4,183

(186,456
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes and bank borrowings
300,000

—

—

—

300,000

Payments on long-term debt, capital leases, and associated costs
(52,565
)
(2,621
)
(3,835
)
—

(59,021
)
Payments on gold production royalty
—

—

(43,548
)
—

(43,548
)
Share repurchases
(27,552
)
—

—

—

(27,552
)
Net intercompany borrowings (lending)
(12,505
)
21,634

(9,129
)
—

—

Other
(505
)
—

—

—

(505
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
206,873

19,013

(56,512
)
—

169,374

NET CHANGE IN CASH AND CASH EQUIVALENTS
45,023

(1
)
40,972

—

85,994

Cash and cash equivalents at beginning of period
86,788

400

38,252

—

125,440

Cash and cash equivalents at end of period
$
131,811

$
399

$
79,224

$
—

$
211,434



34
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2012
Coeur Mining, Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by operating activities
$
24,589

$
2,696

$
229,932

$
(47,276
)
$
209,941

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short term investments and marketable securities
(11,914
)
(45
)
—

—

(11,959
)
Proceeds from sales and maturities of short term investments
20,933

45

60

—

21,038

Capital expenditures
(987
)
(39,598
)
(53,272
)
—

(93,857
)
Other
2,191

1

(533
)
—

1,659

Investments in consolidated subsidiaries
(47,276
)
—

—

47,276

—

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
(37,053
)
(39,597
)
(53,745
)
47,276

(83,119
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt, capital leases, and associated costs
(4,004
)
(79,151
)
(11,407
)
—

(94,562
)
Payments on gold production royalty
—

—

(58,119
)
—

(58,119
)
Reductions of (additions to) restricted assets associated with the Kensington Term Facility
—

4,645

—

—

4,645

Share repurchases
(9,971
)
—

—

—

(9,971
)
Net intercompany borrowings (lending)
22,954

111,317

(134,271
)
—

—

Other
(912
)
—

—

—

(912
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
8,067

36,811

(203,797
)
—

(158,919
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(4,397
)
(90
)
(27,610
)
—

(32,097
)
Cash and cash equivalents at beginning of period
85,672

433

88,907

—

175,012

Cash and cash equivalents at end of period
$
81,275

$
343

$
61,297

$
—

$
142,915




Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide the reader of the Company's financial statements with a narrative from management’s perspective on its financial condition, results of operations, liquidity and other factors that may affect our future results. The Company believes it is important to read its MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 10-K"), as well as other information the Company files with the Securities and Exchange Commission.
This report contains numerous forward-looking statements relating to the Company's gold and silver mining business, including expectations as to production, operating schedules, results of operations, ore reserves and mineralized material, capital costs, capital expenditures, exploration and development efforts and other operating data, potential quality and/or grade of mineralized material, permit and other regulatory approvals, as well as our ability and expected results of initiatives to generate and protect cash flow, manage metals price risk, reduce costs and capital expenditures, enhance revenue, manage working capital and maximize net cash flow and expectations with respect to the development of the La Preciosa project. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “will,” “plan,” “projected,” “contemplates,” “anticipates” or similar words. Actual production, operating schedules, results of operations, ore reserves and mineralized material, capital costs, capital expenditures and other operating data, quality and/or grade of mineralized material, permit and regulatory approvals, results of initiatives to reduce costs and capital expenditures, enhance revenue, manage working capital and maximize net cash flow and the development of the La Preciosa project could differ materially from those

35

projected in the forward-looking statements. The factors that could cause actual results to differ materially from those in the forward-looking statements include: (i) the risk factors set forth below under Part II, Item 1A and in the "Risk Factors" section of the 2012 10-K and the risks and uncertainties discussed in this MD&A; (ii) risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); (iii) changes in the market prices of gold and silver and a sustained lower price environment; (iv) uncertainties inherent in the Company's production, exploratory and developmental activities, including risks relating to permitting and regulatory delays; (v) any future labor disputes or work stoppages; (vi) uncertainties inherent in the estimation of gold and silver ore reserves; (vii) changes that could result from the Company's future acquisition of new mining properties or businesses; (viii) reliance on third parties to operate certain mines where the Company owns silver production and reserves; (ix) the loss of any third-party smelter to which the Company markets silver and gold; (x) effects of environmental and other governmental regulations; (xi) risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries; (xii) the worldwide economic downturn and difficult conditions in the global capital and credit markets; (xiii) the Company's possible inability to raise additional financing necessary to conduct its business, make payments or refinance its debt; and (xiv) the risk that permits necessary for the planned Rochester expansion may not be obtained. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.
Paul Hohbach, the Company's Director of Exploration and a qualified person under Canadian National Instrument 43-101, reviewed and approved the scientific and technical information concerning Coeur's mineral projects in this report. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and resources, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing or other relevant factors, please see the Technical Reports for each of Coeur's properties as filed on SEDAR at www.sedar.com.
Introduction to the Company
The Company is a large primary silver producer with significant gold production and has assets primarily located in the United States, Mexico, Bolivia, Argentina and Australia. The Palmarejo mine, San Bartolomé mine, Kensington mine, and Rochester mine , each of which is operated by the Company, and the Endeavor mine, which is operated by a non-affiliated party, constitute the Company’s principal sources of mining revenues.
The Company’s business strategy is to discover, acquire, develop and operate low-cost silver and gold operations that it expects to produce long-term cash flow, provide opportunities for growth through continued exploration, and generate superior and sustainable returns for stockholders. The Company’s management focuses on maximizing net cash flow through identifying and implementing revenue enhancement opportunities at existing operations, reducing operating and non-operating costs, completing capital projects and reducing capital expenditures, and managing working capital.
The results of the Company’s operations are significantly affected by the prices of silver and gold, which may fluctuate widely and have declined substantially in 2013. These prices are affected by numerous factors beyond the Company’s control, including interest rates, expectations regarding inflation, currency values, governmental decisions regarding the disposal of precious metals stockpiles and economic stimulus initiatives, global and regional political and economic conditions and other factors. In addition, the Company faces challenges including raising capital, increasing production and managing social, political and environmental issues. Operating costs at its mines are subject to variation due to a number of factors such as changing commodity prices, ore grades, metallurgy, revisions to mine plans and changes in accounting principles. At foreign locations, operating costs are also influenced by currency fluctuations that may affect the Company’s U.S. dollar costs.
Overview of Performance
Production
In the third quarter of 2013 , the Company’s silver production decreased 4.7% to 4.2 million ounces compared to 4.4 million ounces in the third quarter of 2012 . The decrease is primarily due to lower silver production at Rochester as the Company continued a leach pad expansion and placed significant ore tons on the expanded area prior to the commencement of leaching, and the cessation of operations at Martha, partially offset by higher production at Palmarejo. The Company’s gold production in the third quarter of 2013 increased 8.5% to 63,766 ounces compared to 58,768 ounces in the third quarter of 2012 . The increase was primarily driven by higher throughput and recoveries at Kensington and higher throughput and grade at Palmarejo, partially offset by lower production at Rochester.
Sales of Metal
Sales of metal decreased 12.9% to $200.8 million in the third quarter of 2013 , compared to $230.6 million in the third quarter of 2012 , primarily due to lower realized silver and gold prices, partially offset by higher silver and gold ounces sold. The Company’s average realized silver and gold prices during the third quarter of 2013 were $21.06 per ounce and $1,329 per ounce, respectively, representing a decrease of 30.0% and 19.7% , respectively, compared to last year's third quarter. Silver ounces sold were 4.9 million and gold ounces sold were 76,466 in the third quarter of 2013 , compared to 4.5 million and 59,156 , respectively, in the third quarter of 2012 . Sales of silver contributed 51.0% of the Company’s total metal sales during the third quarter of 2013 , compared to 58.8% during the third quarter of 2012 .

36

Operating Cash Flow
Net cash provided by operating activities in the three months ended September 30, 2013 was $26.8 million , a decrease of $52.9 million from the three months ended September 30, 2012 , primarily due to lower realized silver and gold prices and a $10.5 million net change in operating assets and liabilities, primarily related to a decrease in accounts payable.
Operating cash flow before changes in working capital for the three months ended September 30, 2013 was $37.3 million , a decrease of $40.0 million from the three months ended September 30, 2012 , primarily due to lower realized silver and gold prices.
Earnings
The Company reported a net loss of $46.3 million, or $(0.46) per share, and a net loss of $15.8 million, or $(0.18) per share, for the three months ended September 30, 2013 and 2012 , respectively. The net loss in the third quarter of 2013 includes a $0.9 million other-than-temporary impairment on the Company's strategic investments portfolio as a result of the continued decline in precious metal equity markets. Earnings also reflect negative fair value adjustments of $20.6 million and $37.6 million in the three months ended September 30, 2013 and 2012 , respectively. These fair value adjustments are driven primarily by changing forward gold prices, which impact the estimated future liabilities related to the Palmarejo gold production royalty and the Rochester 3.4% NSR royalty.
Production costs increased $6.8 million or 5.4% for the three months ended September 30, 2013 compared to the same time period in 2012 . The increase was due primarily to higher silver and gold ounces sold, higher silver cash costs, and lower gold by-product credits, partially offset by lower gold cash costs at Kensington.
Depreciation, depletion, and amortization increased $8.0 million or 15.2% for the three months ended September 30, 2013 compared to the same time period in 2012 as a result of higher depreciation and depletion at Kensington.
General and administrative expenses increased $6.0 million during the three months ended September 30, 2013 compared to the same time period in 2012 . The increase was primarily due to one-time expenses related to the corporate office relocation of approximately $3.7 million.
Exploration expense decreased $3.7 million or 52.5% for the three months ended September 30, 2013 compared to the same time period in 2012 as a result of decreased exploration activity at Palmarejo and Kensington mines.
Pre-development, care and maintenance and other expenses increased $3.7 million during the three months ended September 30, 2013 compared to the same time period in 2012 . The increase was primarily the result of the ongoing feasibility study at La Preciosa.
Interest expense increased $2.3 million or 31.4% during the three months ended September 30, 2013 compared to the same period in 2012 , primarily due to an increase in total debt outstanding from the issuance of the 7.875% Senior Notes in the first quarter of 2013.
Other Highlights
In addition to the matters discussed above, the matters management considers most important in evaluating the Company’s financial condition and results of operations include:
•
Gold production at the Kensington mine in Alaska increased 19% to 29,049 ounces and cash operating costs declined 24% to $988 per gold ounce in the third quarter of 2013 compared to the same period in 2012 .
•
The average price of silver and gold for the three months ended September 30, 2013 was $21.39 and $1,326 per ounce, respectively, compared to $29.88 and $1,652 per ounce, respectively, for the three months ended September 30, 2012 .
•
Net cash provided by operating activities for the third quarter of 2013 was $26.8 million, compared to $79.7 million during the third quarter of 2012 . The reduction was primarily the result of lower realized silver and gold prices, partially offset by higher silver and gold ounces sold.
•
The Company spent $32.7 million on capital expenditures in the third quarter of 2013 , which is $2.8 million lower than the same period last year, primarily related to the Rochester leach pad expansion, metal removal system and crusher capacity and Palmarejo underground development.
•
The Company’s ratio of current assets to current liabilities was 3.03 to 1 at September 30, 2013 , compared to 1.70 to 1 at December 31, 2012 .

37

On September 23, 2013, the Company narrowed its full-year 2013 projected consolidated silver and gold production within the original guidance range as shown in the table below, which provides a mine-by-mine outlook of expected production through 2016. This outlook indicates modest growth in both silver and gold ounces compared to 2012. The forecast incorporates current mine plans, which are based solely on reserves, other than La Preciosa’s expected 2016 production, and does not take into account any drilling data from the Company’s 2013 $37 million exploration program. At this time, the Company has not designated any reserves at the La Preciosa project.
Production Outlook Detail
(silver ounces in millions, gold ounces in thousands)
2013
2014
2015
2016
Silver
Gold
Silver
Gold
Silver
Gold
Silver
Gold
Palmarejo
7.7 - 8.3
108 - 110
7.7 - 7.9
113 - 115
7.8 - 8.0
100 - 102
7.5 - 7.7
66 - 68
San Bartolomé
5.9 - 6.0
—
5.9 - 6.1
—
5.9 - 6.1
—
5.7 - 5.9
—
Rochester
3.7 - 4.0
34 - 36
4.5 - 4.7
33 - 35
4.5 - 4.7
42 - 44
4.6 - 4.8
45 - 47
Kensington
108 - 112
—
110 - 112
—
104 - 106
—
110 - 112
Endeavor
0.7 - 0.8
—
0.5 - 0.6
—
0.9 - 1.0
—
1.0 - 1.1
—
La Preciosa
—
—
—
—
—
—
2.0 - 3.0
3 - 4
Total
18.0 - 19.1
250 - 258
18.6 - 19.3
256 - 262
19.1 - 19.8
246 - 252
20.8 - 22.5
224 - 231
Also on September 23, 2013, the Company announced increases in proven and probable reserves of silver and gold at its Rochester mine as shown as the table below, representing increases of 91.5% and 96.4% for silver and gold ounces, respectively. In addition to these reserves, the Company estimated that, effective as of September 16, 2013, Rochester contained approximately 69.3 million silver ounces and 560,000 gold ounces of measured and indicated mineralized material.
Pro-Forma (1) Rochester Proven and Probable Reserves
GRADE (Oz/Ton)
OUNCES
SHORT TONS
SILVER
GOLD
SILVER
GOLD
ROCHESTER IN-SITU
Proven
78,767,000

0.58
0.005
45,539,000

384,000

Probable
42,703,000

0.62
0.004
26,589,000

156,000

121,470,000

72,128,000

540,000

ROCHESTER STOCKPILE
Proven
19,949,000

0.52
0.003
10,275,000

50,000

Probable
6,997,000

0.51
0.002
3,582,000

16,000

26,946,000

13,857,000

66,000

Total
148,416,000

0.58
0.004
85,985,000

606,000

(1)
Effective as of September 16, 2013 using metal prices of $25.00 per silver ounce and $1,450 per gold ounce and year-end 2012 topography and parameters (other than the lower metals price assumptions and the impact of the previously announced resolution of the claims dispute). The reserves do not reflect 2013 mine production, depletion of reserves or exploration or drilling conducted during 2013. Rounding of tons and ounces, as required by reporting guidelines, may result in apparent differences between tons, grade and contained metal content.

Operating Highlights and Developments
Palmarejo
Silver production for the third quarter of 2013 was 1.9 million ounces, a 4.6% increase compared to the third quarter of 2012 . Gold production was 29,893 ounces, which represented a 25.0% increase from the third quarter of 2012 . The increased silver and gold production was primarily the result of higher mill throughput and ore grades.

38

Cash operating costs per silver ounce during the third quarter decreased to $2.79 compared to $3.75 for the third quarter of 2012 , due to lower mining and milling costs. Production costs applicable to sales for the three months ended September 30, 2013 increased by 37.3% compared to the same time period in 2012 due primarily to higher silver and gold ounces sold.
San Bartolomé
Silver production for the third quarter of 2013 was 1.5 million ounces, consistent with the third quarter of 2012 as higher mill throughput and recovery were offset by lower ore grade.
Cash operating costs per ounce during the third quarter of 2013 were $12.80 and cash costs per ounce, including royalties and taxes, were $13.68 compared to $12.13 and $13.36 , respectively, in the third quarter of 2012 due to lower ore grade. Production costs applicable to sales decreased by 11.4% during the third quarter of 2013 compared to the third quarter of 2012 due to the lower silver ounces sold.
Kensington
Gold production increased 20.8% to 29,049 ounces of gold for the third quarter of 2013 , compared to 24,391 ounces for the same period of 2012 due to higher mill throughput and recovery. Continuous improvements at the mill resulted in a 96.5% recovery rate in the third quarter of 2013 compared to 95.9% in the third quarter 2012.
Cash operating costs per ounce in the third quarter of 2013 were $988 compared to $1,298 for the same period of 2012 due to higher production and lower selling expenses. Production costs applicable to sales increased 2.2% during the third quarter of 2013 compared to the third quarter of 2012 due to higher gold ounces sold.
Rochester
Silver production was 0.6 million ounces and gold production was 4,824 ounces during the third quarter of 2013 compared to 0.8 million ounces of silver and 10,599 ounces of gold in the third quarter of 2012 as the Company continued a leach pad expansion and placed significant ore tons on the expanded area prior to the commencement of leaching. Cash operating costs per silver ounce increased in the third quarter of 2013 to $35.83 and total cash costs per silver ounce, including production taxes and royalties, were $35.70 compared to $9.58 and $11.34 in the third quarter of 2012 , respectively, due to lower production levels. Production costs applicable to sales decreased to $17.9 million during the third quarter of 2013 , compared to $21.0 million during the same time period in 2012 due to lower production.
Endeavor
Silver production at the Endeavor mine in the third quarter of 2013 was 0.2 million ounces, consistent with the third quarter of 2012 . Cash costs per ounce of silver produced were $9.72 in the third quarter of 2013 compared to $15.97 in the third quarter of 2012 , the result of lower silver prices reducing the 50% price participation agreement when silver prices exceed $7.00 per ounce. Production costs applicable to sales were $1.9 million for the third quarter of 2013 compared to $2.0 million in the third quarter of 2012 due to lower unit costs.
As of March 31, 2013, CDE Australia Pty Ltd had recovered 100% of the original transaction consideration to acquire the silver stream.  As of September 30, 2013 , a total of 4.7 million payable ounces had been received, or 23.5% of the 20 million maximum payable silver ounces to which CDE Australia Pty Ltd is entitled under the terms of the silver sale and purchase agreement.
La Preciosa
On July 8, 2013, the Company announced results of a Preliminary Economic Assessment (PEA) for the La Preciosa silver and gold project located in Durango, Mexico. The Company has commenced a feasibility study expected to be completed in mid-2014.


39

Operating Statistics from Continuing Operations
The following table presents information by mine and consolidated sales information for the three and nine month periods ended September 30, 2013 and 2012 :
Three months ended
September 30,
Nine months ended September 30,
2013
2012
2013
2012
Silver Operations:
Palmarejo
Tons milled
583,365

532,775

1,726,857

1,551,242

Ore grade/Ag oz
4.02

3.82

4.12

5.21

Ore grade/Au oz
0.06

0.04

0.05

0.06

Recovery/Ag oz (E)
81.8
%
90.0
%
78.9
%
82.7
%
Recovery/Au oz (E)
87.6
%
102.5
%
85.9
%
95.1
%
Silver production ounces
1,917,850

1,833,109

5,609,215

6,681,407

Gold production ounces
29,893

23,702

81,049

86,040

Cash operating cost/oz
$
2.79

$
3.75

$
2.78

$
(0.12
)
Cash cost/oz
$
2.79

$
3.75

$
2.78

$
(0.12
)
Total production cost/oz
$
20.65

$
22.53

$
20.49

$
17.14

San Bartolomé
Tons milled
428,884

344,349

1,228,179

1,113,458

Ore grade/Ag oz
3.89

4.91

3.98

4.58

Recovery/Ag oz (E)
91.5
%
90.3
%
90.8
%
90.0
%
Silver production ounces
1,528,035

1,525,725

4,442,396

4,587,359

Cash operating cost/oz
$
12.80

$
12.13

$
12.98

$
11.12

Cash cost/oz
$
13.68

$
13.36

$
13.92

$
12.29

Total production cost/oz
$
16.98

$
16.56

$
17.42

$
15.14

Martha
Tons milled
—

27,281

—

100,548

Ore grade/Ag oz
—

4.17

—

4.01

Ore grade/Au oz
—

0.003

—

0.004

Recovery/Ag oz (E)
—

81.5
%
—

80.3
%
Recovery/Au oz (E)
—

82.6
%
—

72.2
%
Silver production ounces
—

92,698

—

323,286

Gold production ounces
—

76

—

257

Cash operating cost/oz
—

$
48.12

—

$
49.82

Cash cost/oz
—

$
49.20

—

$
50.76

Total production cost/oz
—

$
58.52

—

$
57.25

Rochester
Tons placed
2,678,906

2,669,091

7,742,330

6,947,505

Ore grade/Ag oz
0.53

0.50

0.54

0.56

Ore grade/Au oz
0.003

0.004

0.003

0.005

Recovery/Ag oz (F)
41.6
%
67.0
%
50.7
%
52.6
%
Recovery/Au oz (F)
65.5
%
102.4
%
104.1
%
84.1
%
Silver production ounces
595,268

819,349

2,086,702

1,973,392

Gold production ounces
4,824

10,599

22,971

26,012

Cash operating cost/oz
$
35.83

$
9.58

$
20.39

$
12.75

Cash cost/oz
$
35.70

$
11.34

$
21.45

$
14.38

Total production cost/oz
$
40.51

$
13.96

$
24.98

$
17.50



40

Three months ended
September 30,
Nine months ended September 30,
2013
2012
2013
2012
Endeavor
Tons milled
197,237

205,096

590,273

601,999

Ore grade/Ag oz
1.71

1.22

2.02

2.61

Recovery/Ag oz (E)
48.2
%
56.0
%
44.8
%
40.0
%
Silver production ounces
162,260

140,267

533,271

628,393

Cash operating cost/oz
$
9.72

$
15.97

$
12.22

16.82

Cash cost/oz
$
9.72

$
15.97

$
12.22

16.82

Total production cost/oz
$
15.23

$
22.37

$
17.73

23.40

Gold Operation:
Kensington
Tons milled
147,427

123,428

404,471

265,158

Ore grade/Au oz
0.20

0.21

0.20

0.21

Recovery/Au oz (E)
96.5
%
95.9
%
96.9
%
94.9
%
Gold production ounces
29,049

24,391

77,418

53,407

Cash operating cost/oz
$
988

$
1,298

$
1,048

$
1,515

Cash cost/oz
$
988

$
1,298

$
1,048

$
1,515

Total production cost/oz
$
1,614

$
1,770

$
1,627

$
2,037

CONSOLIDATED PRODUCTION TOTALS (A)
Total silver ounces
4,203,413

4,411,148

12,671,584

14,193,197

Total gold ounces
63,766

58,768

181,438

165,716

Silver Operations: (B)
Cash operating cost per oz - silver
$
11.38

$
9.05

$
9.66

$
7.19

Cash cost per oz - silver
$
11.68

$
9.83

$
10.16

$
7.82

Total production cost oz - silver
$
21.92

$
19.62

$
20.04

$
17.74

Gold Operation: (C)
Cash operating cost per oz - gold
$
988

$
1,298

$
1,048

$
1,515

Cash cost per oz - gold
$
988

$
1,298

$
1,048

$
1,515

Total production cost per oz - gold
$
1,614

$
1,770

$
1,627

$
2,037

CONSOLIDATED SALES TOTALS (D)
Silver ounces sold
4,873,897

4,520,500

13,178,701

14,412,503

Gold ounces sold
76,466

59,156

191,781

157,621

Realized price per silver ounce
$
21.06

$
30.09

$
23.93

$
30.52

Realized price per gold ounce
$
1,329

$
1,654

$
1,439

$
1,649

(A) Current production reflects final metal settlements of previously reported production ounces.
(B) Amount includes gold by-product credits in computing cash costs per ounce.
(C) Amounts reflect Kensington statistics only.
(D)
Units sold at realized metal prices will not match reported metal sales due primarily to the effects on revenues of mark-to-market adjustments on embedded derivatives in the Company’s provisionally priced sales contracts.
(E) Recoveries are affected by timing inherent in the leaching process and reflect final metal settlements of previously reported production.
(F) Recoveries at Rochester are affected by residual leaching on Stage IV and timing differences inherent in the heap leaching process.
Non-U.S. GAAP Measures
We supplement the reporting of our financial information determined under United States generally accepted accounting principles (U.S. GAAP) with certain non-U.S. GAAP financial measures, including cash operating costs and total cash costs. We believe that these adjusted measures provide meaningful information to assist management, investors and analysts in understanding our financial results and assessing our prospects for future performance. We believe these adjusted financial measures are important indicators of our recurring operations because they exclude items that may not be indicative of, or are unrelated to our core operating results, and provide a better baseline for analyzing trends in our underlying businesses.
“Cash Operating Costs per Ounce” and “Cash Costs per Ounce” are calculated by dividing the operating cash costs and cash costs computed for each of the Company’s mining properties for a specified period by the amount of gold ounces or silver ounces

41

produced by that property during that same period. Management uses cash operating costs per ounce and cash costs per ounce as key indicators of the profitability of each of its mining properties. Gold and silver are sold and priced in the world financial markets on a U.S. dollar per ounce basis.
“Cash Operating Costs” and “Cash Costs” are costs directly related to the physical activities of producing silver and gold, and include mining, processing and other plant costs, third-party refining and smelting costs, marketing expenses, on-site general and administrative costs, royalties, in-mine drilling expenditures related to production and other direct costs. Produced by-product metal units at the average market price is deducted from the above in computing cash costs. Cash costs exclude depreciation, depletion and amortization, accretion, corporate general and administrative expenses, exploration, interest, and pre-feasibility costs. Cash operating costs include all cash costs except production taxes and royalties, if applicable. Cash costs are calculated and presented using the “Gold Institute Production Cost Standard” applied consistently for all periods presented.

The following tables present a reconciliation between non-U.S. GAAP cash operating costs per ounce and cash costs per ounce to U.S. GAAP production costs applicable to sales including depreciation, depletion and amortization:
Reconciliation of Non-U.S. GAAP Cash Costs to U.S. GAAP Production Costs
Three months ended
September 30, 2013
(In thousands except ounces and per ounce costs)
Palmarejo
San Bartolomé
Kensington
Rochester
Endeavor
Total
Total cash operating cost (Non-U.S. GAAP)
$
5,354

$
19,560

$
28,707

$
21,329

$
1,576

$
76,526

Royalties
—

1,352

—

—

—

1,352

Production taxes
—

—

—

(77
)
—

(77
)
Total cash costs (Non-U.S. GAAP)
$
5,354

$
20,912

$
28,707

$
21,252

$
1,576

$
77,801

Add/Subtract:
Third party smelting costs
—

—

(2,709
)
—

(278
)
(2,987
)
By-product credit
39,762

—

—

6,405

—

46,167

Other adjustments
602

126

—

—

—

728

Change in inventory
21,120

(3,364
)
1,486

(9,796
)
573

10,019

Depreciation, depletion and amortization
33,642

4,909

18,190

2,860

894

60,495

Production costs applicable to sales, including depreciation, depletion and amortization (U.S. GAAP)
$
100,480

$
22,583

$
45,674

$
20,721

$
2,765

$
192,223

Production of silver (ounces)
1,917,850

1,528,035

—

595,268

162,260

4,203,413

Cash operating cost per silver ounce
$
2.79

$
12.80

$
—

$
35.83

$
9.72

$
11.38

Cash costs per silver ounce
$
2.79

$
13.68

$
—

$
35.70

$
9.72

$
11.68

Production of gold (ounces)
—

—

29,049

—

—

29,049

Cash operating cost per gold ounce
—

—

$
988

—

—

$
988

Cash cost per gold ounce
—

—

$
988

—

—

$
988







42

Reconciliation of Non-U.S. GAAP Cash Costs to U.S. GAAP Production Costs
Three months ended
September 30, 2012
(In thousands except ounces and per ounce costs)
Palmarejo
San Bartolomé
Kensington
Rochester
Martha
Endeavor
Total
Total cash operating cost (Non-U.S. GAAP)
$
6,878

$
18,504

$
31,660

$
7,853

$
4,461

$
2,241

$
71,597

Royalties
—

1,879

—

1,441

100

—

3,420

Production taxes
—

—

—

—

—

—

—

Total cash costs (Non-U.S. GAAP)
$
6,878

$
20,383

$
31,660

$
9,294

$
4,561

$
2,241

$
75,017

Add/Subtract:
Third party smelting costs
—

—

(3,141
)
—

(541
)
(605
)
(4,287
)
By-product credit
39,034

—

—

17,506

124

—

56,664

Other adjustments
424

720

2

85

798

—

2,029

Change in inventory
2,337

(1,166
)
(1,639
)
(5,871
)
1,539

345

(4,455
)
Depreciation, depletion and amortization
33,997

4,161

11,512

2,061

66

898

52,695

Production costs applicable to sales, including depreciation, depletion and amortization (U.S. GAAP)
$
82,670

$
24,098

$
38,394

$
23,075

$
6,547

$
2,879

$
177,663

Production of silver (ounces)
1,833,109

1,525,725

—

819,349

92,698

140,267

4,411,148

Cash operating cost per silver ounce
$
3.75

$
12.13

$
—

$
9.58

$
48.12

$
15.97

$
9.05

Cash costs per silver ounce
$
3.75

$
13.36

$
—

$
11.34

$
49.20

$
15.97

$
9.83

Production of gold (ounces)
—

—

24,391

—

—

—

24,391

Cash operating cost per gold ounce
—

—

$
1,298

—

—

—

$
1,298

Cash cost per gold ounce
—

—

$
1,298

—

—

—

$
1,298

Reconciliation of Non-U.S. GAAP Cash Costs to U.S. GAAP Production Costs
Nine months ended
September 30, 2013
(In thousands except ounces and per ounce costs)
Palmarejo
San Bartolomé
Kensington
Rochester
Endeavor
Total
Total cash operating cost (Non-U.S. GAAP)
$
15,619

$
57,661

$
81,108

$
42,548

$
6,515

$
203,451

Royalties
—

4,187

—

1,025

—

5,212

Production taxes
—

—

—

1,186

—

1,186

Total cash costs (Non-U.S. GAAP)
$
15,619

$
61,848

$
81,108

$
44,759

$
6,515

$
209,849

Add/Subtract:
Third party smelting costs
—

—

(8,424
)
—

(2,029
)
(10,453
)
By-product credit
116,854

—

—

34,085

—

150,939

Other adjustments
1,213

935

—

—

—

2,148

Change in inventory
15,090

3,382

8,518

(16,426
)
390

10,954

Depreciation, depletion and amortization
98,120

14,606

44,837

7,364

2,938

167,865

Production costs applicable to sales, including depreciation, depletion and amortization (U.S. GAAP)
$
246,896

$
80,771

$
126,039

$
69,782

$
7,814

$
531,302

Production of silver (ounces)
5,609,215

4,442,396

—

2,086,702

533,271

12,671,584

Cash operating cost per silver ounce
$
2.78

$
12.98

$
—

$
20.39

$
12.22

$
9.66

Cash costs per silver ounce
$
2.78

$
13.92

$
—

$
21.45

$
12.22

$
10.16

Production of gold (ounces)
—

—

77,418

—

—

77,418

Cash operating cost per gold ounce
—

—

$
1,048

—

—

$
1,048

Cash cost per gold ounce
—

—

$
1,048

—

—

$
1,048




43

Reconciliation of Non-U.S. GAAP Cash Costs to U.S. GAAP Production Costs
Nine months ended
September 30, 2012
(In thousands except ounces and per ounce costs)
Palmarejo
San Bartolomé
Kensington
Rochester
Martha
Endeavor
Total
Total cash operating cost (Non-U.S. GAAP)
$
(774
)
$
51,006

$
80,911

$
25,164

$
16,110

$
10,571

$
182,988

Royalties
—

5,372

—

1,959

305

—

7,636

Production taxes
—

—

—

1,255

—

—

1,255

Total cash costs (Non-U.S. GAAP)
$
(774
)
$
56,378

$
80,911

$
28,378

$
16,415

$
10,571

$
191,879

Add/Subtract:
Third party smelting costs
—

—

(7,044
)
—

(3,959
)
(2,843
)
(13,846
)
By-product credit
141,923

—

—

42,758

422

—

185,103

Other adjustments
792

642

17

401

882

—

2,734

Change in inventory
15,129

(703
)
(13,805
)
(20,206
)
3,516

(457
)
(16,526
)
Depreciation, depletion and amortization
114,499

12,450

27,836

5,763

1,216

4,134

165,898

Production costs applicable to sales, including depreciation, depletion and amortization (U.S. GAAP)
$
271,569

$
68,767

$
87,915

$
57,094

$
18,492

$
11,405

$
515,242

Production of silver (ounces)
6,681,407

4,587,359

—

1,973,392

323,286

628,393

14,193,197

Cash operating cost per silver ounce
$
(0.12
)
$
11.12

$
—

$
12.75

$
49.82

$
16.82

$
7.19

Cash costs per silver ounce
$
(0.12
)
$
12.29

$
—

$
14.38

$
50.76

$
16.82

$
7.82

Production of gold (ounces)
—

—

53,407

—

—

—

53,407

Cash operating cost per gold ounce
—

—

$
1,515

—

—

—

$
1,515

Cash cost per gold ounce
—

—

$
1,515

—

—

—

$
1,515


Gold is accounted for as a by-product credit at the Palmarejo and Rochester mines whereby revenues from gold are deducted from operating costs in the calculation of cash costs per ounce. For the three months ended September 30, 2013 and 2012, gold by-product credits for Palmarejo were approximately $20.73 and $21.29 per silver ounce, respectively, and gold by-product credits for Rochester were $11.05 and $21.37 per silver ounce, respectively.  If gold was treated as a co-product, the following costs per ounce would be reported:
Three months ended September 30, 2013
Nine months ended
September 30, 2013
Palmarejo
Rochester
Palmarejo
Rochester
Total cash operating costs
$45,116
$27,735
$132,473
$76,632
Total cash costs
$45,116
$27,657
$132,473
$78,844
Revenue
Silver
51%
64%
54%
57%
Gold
49%
36%
46%
43%
Ounces produced
Silver
1,917,850

595,268

5,609,215

2,086,702

Gold
29,893

4,824

81,049

22,971

Total cash operating costs per ounce
Silver
$
12.09

$
29.92

$
12.75

$
21.05

Gold
$
734

$
2,057

$
752

$
1,423

Total cash costs per ounce
Silver
$
12.09

$
29.84

$
12.75

$
21.66

Gold
$
734

$
2,051

$
752

$
1,465



44

Three months ended September 30, 2012
Nine months ended
September 30, 2012
Palmarejo
Rochester
Palmarejo
Rochester
Total cash operating costs
$45,912
$25,359
$
141,149

$67,923
Total cash costs
$45,912
$26,800
$
141,149

$71,136
Revenue
Silver
59%
56%
59%
59%
Gold
41%
44%
41%
41%
Ounces produced
Silver
1,833,109

819,349

6,681,407

1,973,392

Gold
23,702

10,599

86,040

26,012

Total cash operating costs per ounce
Silver
$
14.66

$
17.48

$
12.45

$
20.31

Gold
$
803

$
1,041

$
674

$
1,070

Total cash costs per ounce
Silver
$
14.66

$
18.48

$
12.45

$
21.27

Gold
$
803

$
1,100

$
674

$
1,121


Exploration Activity
During the third quarter, the Company invested $3.3 million in expensed exploration for discovery of new mineralization and $4.6 million in capitalized exploration for definition of new mineralization for a total of $7.9 million . Coeur's exploration program utilized nine drill rigs during the third quarter: four drills at Palmarejo, four at Kensington, and one at Rochester. This work resulted in completion of over 145,700 feet (44,400 meters) of combined core and reverse circulation drilling. For the year, nearly 428,000 feet (131,000 meters) of drilling was completed.
Palmarejo
•
Exploration was conducted around the Palmarejo surface and underground mine area, Guadalupe, and from the surface at the El Salto zone. Favorable results were returned from Guadalupe underground and El Salto.
•
In addition, drilling was performed to test the expansion potential of the Palmarejo surface mine limits to the NNE. Drilling in this area encountered multiple veins, suggesting potential to expand surface mine limits. These results are being followed with additional drilling.
•
Drilling also commenced on the southern end of Las Animas to extend known near-surface mineralization towards the recently acquired La Curra property, where near-surface silver-gold mineralization is known. Assays are pending on the new core holes.

San Bartolomé
•
Work continued during the third quarter to focus on the main mine area to assist with grade control and definition of known mineralization. Trenching is expected to now shift to the new La Bolsa area, which occurs adjacent to and east of the Santa Rita sector, in the following months.

Rochester
•
An updated reserve estimate was prepared for the full Rochester property removing all restrictions imposed by the former claims dispute. This update produced a 91.5% increase in silver reserves and 96.4% increase in gold reserves at Rochester in September 2013. The updated reserve estimate did not include data from the recent drilling of stockpiles and in-situ mineralization, which will be reflected in a further update planned for year-end 2013.
•
Drilling during the third quarter continued on expansion and definition of stockpiles, which is expected to be substantially complete this year.
•
Drilling commenced in the third quarter on new, in-situ mineralization targets. Two new targets were drilled, both providing encouraging results to be pursued in the coming months.


Kensington
•
Exploration drilling began on the Jualin area, which is located south of the Kensington mine. Consistent with historic results, occurrences of visible gold and high-grade mineralized intervals were intersected with the first five holes completed this year.

45

The Company plans to continue drilling in the zone in 2013 and again in early 2014, weather permitting. Based on initial results, the Jualin area has potential to provide high-grade feed to the Kensington mill.
•
Underground drilling was conducted during the quarter on the new Ann zone situated less than 200 feet to the east of the main Kensington deposit. Drilling will continue in this zone based on these encouraging results.
Exploration to define and expand known mineralization focused on the southern margins of upper Zone 10 and Zone 20 in main Kensington during the quarter. Results show that Zone 10 and Zone 20 continue south of known mineralization models.

La Preciosa, Mexico
•
Exploration commenced during the third quarter on the Company's La Preciosa property located in Durango state, Mexico. The exploration team is focused on re-logging drill core to update the geologic model of the deposit. In addition, a new program of sampling of old core holes commenced to supplement the existing assay database. Both efforts are expected to improve the model of mineralization to be used in the on-going feasibility study as well as assist in generation of new drill targets to expand and in-fill the current model.
•
Additional drilling is expected to commence in the fourth quarter to test areas of projected mineralized structures on lands the Company has permitted which have not been previously drilled.
Critical Accounting Policies and Estimates
Please see Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contained in the Company’s Form 10-K for the year ended December 31, 2012 for additional critical accounting policies and estimates.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012
Sales of metal decreased 12.9% to $200.8 million from $230.6 million. The decrease in metal sales was due to lower realized silver and gold prices, partially offset by higher silver and gold ounces sold. The Company sold 4.9 million ounces of silver and 76,466 ounces of gold compared to 4.5 million ounces of silver and 59,156 ounces of gold. Realized silver and gold prices were $21.06 and $1,329 per ounce, respectively compared to $30.09 and $1,654 per ounce, respectively, a decrease of 30.0% and 19.7% , respectively.
Included in sales of metals are gold by-product sales from the Company's silver mines. Total gold sales for the three months ended September 30, 2013 and 2012 were $98.4 million and $95.0 million, respectively. Of those totals, $59.5 million and $58.5 million, respectively, were recorded as by-product credits in determining the Company's silver cash cost per ounce.
The Company produced a total of 4.2 million ounces of silver and 63,766 ounces of gold, compared to 4.4 million ounces of silver and 58,768 ounces of gold. Lower silver production is primarily due to reduced production levels to facilitate continued expansion activities at Rochester. Cash operating costs were $11.38 per silver ounce compared to $9.05 , primarily due to lower production at Rochester. Cash operating costs were $988 per gold ounce compared to $1,298 , due to higher throughput and recovery at Kensington.
Production costs applicable to sales of metal increased from $125.0 million to $131.7 million as a result of higher silver and gold ounces sold and higher silver cash operating costs, partially offset by higher gold by-product credits and lower gold cash costs at Kensington.
Depreciation, depletion, and amortization increased $8.0 million, from $52.8 million to $60.9 million, due primarily to higher depreciation and depletion at Kensington.
Costs and Expenses
General and administrative expenses increased by $6.0 million to $16.2 million . The increase was primarily due to one-time expenses related to the corporate office relocation of approximately $3.7 million.
Exploration expenses decreased to $3.3 million in the third quarter of 2013 compared to $7.0 million in the same period of 2012 primarily due to decreased exploration activity at the Palmarejo and Kensington mines.
Other Income and Expenses
Non-cash fair value adjustments, including other-than-temporary impairments of marketable securities, were a loss of $21.5 million compared to a loss of $38.3 million for the same time period in 2012. Fair value adjustments are driven primarily by changing silver and gold prices which impact the estimated future liabilities related to the Palmarejo gold production royalty and the Rochester 3.4% NSR royalty obligations.
Interest income and other, net was an expense of $1.8 million compared to income of $13.3 million for the same time period in 2012 . The decrease was primarily due to reductions in foreign currency gains on revaluation of foreign denominated accounts.

46

Interest expense, net of capitalized interest, increased to $9.7 million from $7.4 million . The increase is primarily due to an increase in total debt outstanding as a result of the issuance of the 7.875% Senior Notes in the first quarter of 2013.
Income Taxes
For the three months ended September 30, 2013 , the Company reported an income tax benefit of $2.0 million compared to an income tax provision of $17.5 million for the same time period in 2012 . The following table summarizes the components of the Company’s income tax provision for the three months ended September 30, 2013 and 2012 (in thousands):
Three months ended
September 30,
2013
2012
United States
$
5,182

$
(465
)
Mexico
1,886

5,409

Bolivia
(4,598
)
(23,106
)
Other jurisdictions
(489
)
687

Income tax provision
$
1,981

$
(17,475
)
The Company recognized a net $3.9 million deferred tax benefit for the recognition of deferred taxes on deductible temporary differences, foreign exchange rate adjustments and net operating loss carryforwards in various jurisdictions (principally in Bolivia and Mexico).
During the three months ended September 30, 2012 , the Company recognized a current provision in Bolivia, Mexico and Australia primarily related to higher metal prices and inflationary adjustments on non-monetary assets and the Company being subject to the IETU tax, which is a form of alternative minimum tax. Further, the Company accrued foreign withholding taxes of approximately $1.6 million on intercompany transactions between the U.S. parent and its subsidiary in Mexico and anticipated future withholding on dividends from Bolivia. Also, as a result of an audit of the 2009 Bolivian tax return, the Company has recognized an additional $11.7 million of expense, including interest and penalties, for uncertain tax positions for the years 2009, 2010, 2011 and an additional $2.1 million of expense for 2012. In addition, the Company recognized a net $6.8 million deferred tax benefit for the recognition of deferred taxes on deductible temporary differences, foreign exchange rate adjustments and net operating loss carryforwards in various jurisdictions (principally in the U.S. and Mexico).
Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012
Sales of metal decreased 16.3% to $577.1 million from $689.6 million. The decrease in metal sales was due to lower silver ounces sold and lower realized silver and gold prices, partially offset by higher gold ounces sold. The Company sold 13.2 million ounces of silver and 191,781 ounces of gold compared to 14.4 million ounces of silver and 157,621 ounces of gold. Realized silver and gold prices were $23.93 and $1,439 per ounce, respectively, compared to $30.52 and $1,649 per ounce, representing declines of 30.0% and 19.7% , respectively.
Included in sales of metals are gold by-product sales from the Company's silver mines. Total gold sales for the nine months ended September 30, 2013 and 2012 were $264.4 million and $254.0 million, respectively. Of those totals, $155.4 million and $186.0 million were recorded as by-product credits in determining the Company's cash operating costs per ounce.
The Company produced 12.7 million ounces of silver and 181,438 ounces of gold, compared to 14.2 million ounces of silver and 165,716 ounces of gold. Lower silver production is primarily due to continued expansion activities at Rochester, lower grade and recovery rates at Palmarejo and cessation of operations at Martha in 2012. Cash operating costs were $9.66 per silver ounce compared to $7.19 , primarily due to lower ore grades at Palmarejo as well as higher mining costs and lower production at Rochester. Cash operating costs were $1,048 per gold ounce compared to $1,515 , a 30.9% decline, due to higher throughput and recovery at Kensington. Production costs applicable to sales of metal increased from $349.3 million to $363.4 million as a result of higher silver cash costs and higher gold ounces sold, partially offset by lower gold cash costs and silver ounces sold.
Depreciation, depletion, and amortization increased by $2.5 million to $169.0 million compared to $166.5 million, due primarily to higher depreciation and depletion at Kensington.
Costs and Expenses
General and administrative expenses increased $15.0 million, from $26.5 million to $41.5 million. The increase was primarily due to higher business development related expenses including legal expenses in support of business development activity and one-time expenses related to the corporate office relocation.

47

Exploration expenses decreased to $16.9 million compared to $19.8 million primarily due to decreased exploration activity at Rochester.
Other Income and Expenses
Non-cash fair value adjustments were a gain of $45.8 million , including other-than-temporary impairments of marketable securities, compared to a loss of $45.3 million . The majority of the increase in the fair value adjustment, net was due to the impact of lower gold prices on the Palmarejo gold production royalty obligation, partially offset by an $18.1 million other-than-temporary impairment on the Company's strategic investments portfolio for the nine months ended September 30, 2013 as a result of the continued decline in precious metal equity markets.
During the first nine months of 2013, the Company settled all competing mining claims encompassed by the Company's Rochester silver and gold mine resulting in a $32.0 million litigation settlement charge.
Interest income and other, net decreased by $12.6 million to $2.5 million compared to $15.1 million. The decrease was primarily due to reductions in foreign currency gains on revaluation of foreign denominated accounts.
Interest expense, net of capitalized interest, increased to $30.3 million from $21.6 million. The increase is primarily due to an increase in total debt outstanding as a result of the issuance of the 7.875% Senior Notes in the first quarter of 2013.
Income Taxes
For the nine months ended September 30, 2013 , the Company reported an income tax provision of $31.7 million compared to an income tax provision of $56.8 million for the same time period in 2012. The following table summarizes the components of the Company's income tax provision from continuing operations (in thousands):
Nine months ended September 30,
2013
2012
United States
$
1,905

$
(3,990
)
Mexico
(17,585
)
(10,341
)
Bolivia
(13,482
)
(41,684
)
Other jurisdictions
(2,511
)
(758
)
Income tax provision from continuing operations
$
(31,673
)
$
(56,773
)
The Company recognized a net $16.2 million deferred tax provision for the recognition of deferred taxes on deductible temporary differences, foreign exchange rate adjustments and net operating loss carryforwards in various jurisdictions (principally in Bolivia and Mexico).
During the nine months ended September 30, 2012 , the Company recognized a current provision in Bolivia, Mexico and Australia primarily related to higher metal prices and inflationary adjustments on non-monetary assets and the Company being subject to the IETU tax, which is a form of alternative minimum tax. Further, the Company accrued foreign withholding taxes of approximately $7.2 million on intercompany transactions between the U.S. parent and its subsidiary in Mexico and anticipated future withholding on dividends from Bolivia. Also, as a result of an audit of the 2009 Bolivian tax return, the Company has recognized an additional $11.7 million of expense, including interest and penalties, for uncertain tax positions for the years 2009, 2010, 2011 and an additional $2.1 million of expense for 2012. In addition, the Company recognized a net $5.0 million deferred tax benefit for the recognition of deferred taxes on deductible temporary differences, foreign exchange rate adjustments and net operating loss carryforwards in various jurisdictions (principally in the U.S. and Mexico).

LIQUIDITY AND CAPITAL RESOURCES
Liquidity
At September 30, 2013 , the Company’s cash, cash equivalents and short-term investments totaled $211.4 million compared to $126.4 million as of December 31, 2012 .
The Company’s working capital increased by $154.3 million from December 31, 2012 to $322.2 million , compared to $167.9 million at December 31, 2012 . The increase was primarily attributable to the proceeds from the offering of the 7.875% Senior Notes, which are classified as long-term liabilities. The ratio of current assets to current liabilities was 3.03 to 1 at September 30, 2013 and was 1.70 to 1 at December 31, 2012 .

48

The Company intends to reinvest indefinitely a portion of its earnings from its Palmarejo operations in Mexico. Accordingly, U.S. and non-U.S. income and withholding taxes for which deferred taxes might otherwise be required, have not been provided on a cumulative amount of temporary differences (including, for this purpose, any difference between the tax basis in the stock of a consolidated subsidiary and the amount of the subsidiary’s net equity determined for financial reporting purposes) related to investments in foreign subsidiaries of approximately $170.0 million for the three and nine months ended September 30, 2013 and the year ended December 31, 2012 . The additional U.S. and non-U.S. income and withholding tax that would arise on the reversal of the temporary differences could be offset in part, by tax credits. Because the determination of the amount of available tax credits and the limitations imposed on the annual utilization of such credits are subject to a highly complex series of calculations and expense allocations, it is impractical to estimate the amount of net income and withholding tax that might be payable if a reversal of temporary differences occurred. The Company does not believe that the amounts permanently reinvested will have a material impact on liquidity.
The Company is generating significant operating cash flow and expects to generate net free cash flow during the fourth quarter of 2013 at current metal prices. The Company is pursuing opportunities to reduce operating and non-operating costs and capital expenditures for the remainder of the year and as it develops operating budgets for 2014.
Operating Activities
Net cash provided by operating activities in the three months ended September 30, 2013 was $26.8 million , a decrease of $52.9 million from the three months ended September 30, 2012 , primarily due to lower realized silver and gold prices and a $10.5 million net change in operating assets and liabilities, primarily related to a decrease in accounts payable. The net cash flow provided by operations was $103.1 million in the first nine months of 2013, a decrease of $106.9 million from the first nine months of 2012, primarily due to lower realized silver and gold prices and higher silver cash costs, partially offset by a net decrease in operating assets and liabilities. The net change in operating assets and liabilities of $42.2 million in the first nine months of 2013 compared to the first nine months of 2012 is primarily due to a reduction in inventories.
Investing Activities
Net cash used in investing activities in the three months ended September 30, 2013 was $35.4 million, compared to $33.2 million in the three months ended September 30, 2012 . Net cash used in investing activities in the nine months ended September 30, 2013 was $186.5 million, compared to $83.1 million for the nine months ended September 30, 2012 . The increase in the nine month period was primarily the result of the Company's acquisition of Orko Silver Corporation (“Orko”) in exchange for a total of approximately 11.6 million shares of Coeur common stock, a total cash payment of approximately $99.1 million, 1.6 million warrants and assumption of liabilities of $2.6 million.
The Company spent $32.7 million on capital expenditures in the third quarter of 2013 , compared with $30.0 million during the same time period last year. The Company spent $72.8 million on capital expenditures in the first nine months of 2013, compared with $93.9 million during the same time period last year. The majority of the capital expenditures during the first nine months of 2013 were primarily related to capitalized drilling and development of the Guadalupe satellite underground mine; underground development at Palmarejo, underground development at Kensington, and the Stage 3 leach pad, metal removal system, and crusher at Rochester.
Financing Activities
Net cash used by financing activities during the three months ended September 30, 2013 was $29.5 million, compared to net cash used of $103.0 million for the same time period last year. The decrease in cash used by financing activities is primarily the result of lower debt payments during the third quarter of 2013. During the three months ended September 30, 2013 , the Company paid $14.4 million to reduce existing debt and royalty obligations, primarily to pay down the minimum obligation under the Palmarejo gold production royalty. Net cash provided by financing activities during the nine months ended September 30, 2013 was $169.4 million, compared to net cash used of $158.9 million for the nine months ended September 30, 2012 . The increase in net cash provided by financing activities was primarily the result of the proceeds from the offering of the 7.875% Senior Notes.

49


Debt and Capital Resources
7.875% Senior Notes due 2021
On January 29, 2013, the Company completed an offering of $300 million in aggregate principal amount of 7.875% Senior Notes due 2021 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. As of September 30, 2013 , the outstanding balance of the Notes was $300.0 million. The Notes are governed by an Indenture, dated as of January 29, 2013 (the “Indenture”), among the Company, as issuer, certain of the Company's subsidiaries named therein, as guarantors thereto (the “Guarantors”), and The Bank of New York Mellon, as trustee (the “Trustee”).
The Notes bear interest at a rate of 7.875% per year from the date of original issuance or from the most recent payment date to which interest has been paid or provided for. Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2013. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding January 15 and July 15. In certain circumstances the Company may be required to pay additional interest. For the three and nine months ended September 30, 2013 interest expense recognized was $5.9 million, and $15.9 million, respectively. The Company commenced an exchange offer for the Notes on September 30, 2013 to exchange the Notes for freely transferable notes containing substantially similar terms, in accordance with the registration rights granted to the holders of the Notes when they were issued. The exchange offer was consummated on November 5, 2013.
At any time prior to February 1, 2017, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem some or all of the Notes on or after February 1, 2017, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to February 1, 2016, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the Notes, including any permitted additional Notes, at a redemption price equal to 107.875% of the principal amount.
The terms of the Notes include affirmative and negative covenants that the Company believes are usual and customary, including covenants that restrict the ability of the Company and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales, pay dividends and distributions or repurchase or redeem capital stock, restrict the ability of subsidiaries to pay dividends to the Company, prepay, redeem or repurchase certain debt, or enter into transactions with affiliates.
The Indenture also contains certain customary “Events of Default." If an Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be due and payable.
Revolving Credit Facility
On August 1, 2012, Coeur Alaska, Inc. and Coeur Rochester, Inc. (the “Borrowers”), each a wholly-owned subsidiary of the Company, entered into a Credit Agreement by and among the Company, the Borrowers, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. The Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $100.0 million, which principal amount may be increased, subject to receiving additional commitments therefor, by up to $50.0 million. There is a quarterly commitment fee of 0.1% on the unused portion of the line. The unused line fee for the three and nine months ended September 30, 2013 was $ 0.2 million and $0.4 million , respectively, and charged to interest expense.
The term of the Revolving Credit Facility is four years. Amounts may be borrowed under the Revolving Credit Facility to finance working capital and general corporate purposes of the Company and its subsidiaries, including the payment of fees and expenses incurred in connection with the Revolving Credit Facility. The obligations under the Revolving Credit Facility would be secured by substantially all of the assets of the Company and its domestic subsidiaries, including the land, mineral rights and infrastructure at the Kensington and Rochester mines, as well as a pledge of the shares of certain of the Company's subsidiaries. In addition, in connection with the Revolving Credit Facility, Coeur Alaska, Inc. transferred its existing hedge positions established under the Kensington Term Facility, to Wells Fargo Bank, N.A. as hedge provider.
Borrowings under the Revolving Credit Facility would bear interest at a rate selected by the Borrowers equal to either LIBOR plus a margin of 2.25%-3.25% or an alternate base rate plus a margin of 1.25%-2.25%, with the margin determined by reference to the Company's ratio of consolidated debt to adjusted EBITDA.

50

Voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the commitments under the Revolving Credit Facility are permitted without prepayment premium or penalty, subject to payment of customary LIBOR breakage costs. Amounts so repaid may be re-borrowed subject to customary requirements.
The Revolving Credit Facility contains representations and warranties, events of default and affirmative and negative covenants that the Company believes are usual and customary, including covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and make dividends and distributions. The Revolving Credit Facility also contains financial covenants that require (i) ratio of consolidated debt to adjusted EBITDA to be not greater than 3.25 to 1.00 (subject to a step-down to 3.00 to 1.00 after two years), (ii) ratio of adjusted EBITDA to interest expense to be not less than 3.00 to 1.00 and (iii) tangible net worth to be not less than 90% of tangible net worth as of March 31, 2012 plus 25% of net income for each fiscal quarter ending after March 31, 2012 to the date of measurement.
As of September 30, 2013 , no amounts have been drawn under the Revolving Credit Facility.
3.25% Convertible Senior Notes due 2028
Per the indenture governing the 3.25% Convertible Senior Notes due 2028 (the “Convertible Notes”), the Company announced on February 13, 2013 that it was offering to repurchase all of its outstanding Convertible Notes. As of February 12, 2013, there was $48.7 million aggregate principal amount of Convertible Notes outstanding. The Company repurchased $43.3 million in aggregate principal amount, leaving a balance of $5.3 million at September 30, 2013 .
Each holder of the Convertible Notes may require that the Company repurchase some or all of the holder’s notes on March 15, 2015, March 15, 2018 and March 15, 2023 at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, in cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election. Holders would also have the right, following certain fundamental change transactions, to require the Company to repurchase all or any part of their notes for cash at a repurchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest. The Company may redeem the notes for cash in whole or in part at any time on or after March 22, 2015 at 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest.
The Convertible Notes provide for “net share settlement” of any conversions. Pursuant to this feature, upon conversion of the notes, the Company (1) would pay the note holder an amount in cash equal to the lesser of the conversion obligation or the principal amount of the notes and (2) would settle any excess of the conversion obligation above the notes’ principal amount in the Company’s common stock, cash or a combination thereof, at the Company’s election.
The Convertible Notes are convertible under certain circumstances, as defined in the indenture, at the holder’s option, at an initial conversion rate of 17.60254 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $56.81 per share, subject to adjustment in certain circumstances.
Capital Lease Obligations
As of September 30, 2013 and December 31, 2012 , the Company had outstanding balances on capital leases of $4.9 million and $11.4 million, respectively.
Capitalized Interest
The Company capitalizes interest incurred on its various debt instruments as a cost of properties under development. For the three months ended September 30, 2013 and 2012 , the Company capitalized interest of $1.1 million and $0.5 million, respectively. For the nine months ended September 30, 2013 and 2012 , the Company capitalized interest of $1.5 million and $2.2 million, respectively.
Litigation and Other Events
For a discussion of litigation and other events, see Note 17 to the Company’s Condensed Consolidated Financial Statements, Commitments and Contingencies.

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Item 3. Quantitative and Qualitative Disclosure about Market Risk
Risk Mitigation Overview
The Company is exposed to various market risks as a part of its operations. In an effort to mitigate losses associated with these risks, the Company may, at times, enter into derivative financial instruments. These may take the form of metal price hedges and forward sales contracts, foreign exchange hedges and interest rate hedges. The Company does not actively engage in the practice of trading derivative instruments for profit. This discussion of the Company’s market risk assessments contains “forward looking statements” that are subject to risks and uncertainties. Actual results and actions could differ materially from those discussed below.

The Company’s operating results are substantially dependent upon the world market prices of silver and gold. The Company has no control over silver and gold prices, which can fluctuate widely and are affected by numerous factors, such as industry-wide supply and demand, investor sentiment and speculative trading. From time to time, in order to mitigate some of the risk associated with these fluctuations and reduce the negative effect of metals price fluctuations on cash flows, the Company may enter into metal price hedges, including, but not limited, to, put options, collars and forward sale contracts. The Company continually evaluates the potential benefits of engaging in these strategies based on prevailing market conditions. The Company may be exposed to nonperformance risk by counterparties as a result of its hedging activities. This exposure would be limited to the amount that the spot price of the metal falls short of the contract price.
Concentrate Sales Contracts
The Company enters into concentrate sales contracts with third-party smelters. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted metal prices. The provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates at the forward price at the time of sale. The embedded derivative, which is the final settlement price based on a future price, does not qualify for hedge accounting. These embedded derivatives are recorded as derivative assets (in Prepaid expenses and other) or derivative liabilities (in Accrued liabilities and other) on the balance sheet and are adjusted to fair value through earnings each period until the date of final settlement. At September 30, 2013 , the Company had outstanding provisionally priced sales of $32.4 million, consisting of 101,908 ounces of silver and 26,265 ounces of gold, which had a fair value of $31.7 million including the embedded derivative. For each one cent per ounce change in realized silver price, revenue would vary (plus or minus) approximately $1,000 ; and for each one dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately $26,300 . At December 31, 2012 , the Company had outstanding provisionally priced sales of $33.2 million consisting of 400,000 ounces of silver and 11,957 ounces of gold, which had a fair value of approximately $34.1 million including the embedded derivative. For each one cent per ounce change in realized silver price, revenue would vary (plus or minus) approximately $4,000 and for each one dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately $12,000 .
Foreign Exchange Contracts and Hedges
The Company periodically enters into foreign exchange contracts and hedges to reduce the foreign exchange risk associated with forecasted Mexican peso (“MXN”) operating costs at its Palmarejo mine. At September 30, 2013 , the Company had MXN foreign exchange contracts of $24.0 million in U.S. dollars. These contracts require the Company to exchange U.S. dollars for MXN at a weighted average exchange rate of 12.55 MXN to each U.S. dollar over the next nine months. At December 31, 2012, the Company had MXP foreign exchange contracts of $26.1 million in U.S. dollars. These contracts required the Company to exchange U.S. dollars for MXN at a weighted average exchange rate of 13.11 MXN to each U.S. dollar and the Company had a liability with a fair value of $0.1 million at December 31, 2012. In addition, at September 30, 2013 , the Company had outstanding call options requiring it to sell $24.0 million in U.S. dollars in exchange for MXP at a weighted average strike price of 15.06 MXP to each U.S. dollar if the foreign exchange rate exceeds the strike price. Further, at September 30, 2013 , the Company had outstanding put options allowing it to buy $24.0 million in U.S. dollars in exchange for MXP at a weighted average strike price of 12.50 MXP to each U.S. dollar if the foreign exchange rate exceeds the strike price. The Company had a liability with a fair value of $1.4 million at September 30, 2013 . The Company recorded mark-to-market losses on these contracts of $0.1 million and $1,400,000.0 million for the three and nine months ended September 30, 2013 , respectively. The Company recorded mark-to-market gains on these contracts of $0.6 million and $3.4 million for the three and nine months ended September 30, 2012 , respectively. These mark-to-market adjustments are reflected in fair value adjustments, net in the consolidated statement of operations. The Company recorded realized gains of $0.1 million and $0.7 million in production costs applicable to sales during the three and nine months ended September 30, 2013 , respectively. The Company recorded realized losses of $0.4 million and $1.5 million in the three and nine months ended September 30, 2012 , respectively, which have been recognized in production costs applicable to sales.


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Palmarejo Gold Production Royalty
On January 21, 2009, the Company entered into the gold production royalty transaction with Franco-Nevada Corporation. The minimum royalty obligation ends when payments have been made on a total of 400,000 ounces of gold. As of September 30, 2013 , a total of 156,493 ounces of gold remain outstanding under the minimum royalty obligation. The price volatility associated with the minimum royalty obligation is considered an embedded derivative financial instrument under U.S. GAAP. The fair value of the embedded derivative at September 30, 2013 and December 31, 2012 was a liability of $62.0 million and $145.1 million, respectively. During the three months ended September 30, 2013 and 2012 , the mark-to-market adjustments for this embedded derivative amounted to a gain of $9.6 million and a gain of $23.4 million , respectively. For the three months ended September 30, 2013 and 2012 , the Company realized losses on the settlement of the liabilities of $5.6 million and realized gains of $10.9 million , respectively. The mark-to-market adjustments and realized losses are included in fair value adjustments, net in the consolidated statement of operations.
For each $1.00 increase in the price of gold, the fair value of the net derivative liability at September 30, 2013 would have increased by approximately $0.1 million. For each $1.00 decrease in the price of gold, the fair value of the net derivative liability at September 30, 2013 would have decreased by approximately $0.1 million.
Gold and Silver Hedges
During the quarter ended September 30, 2013 , the Company unwound its legacy gold hedging program which was originally put in place as a condition of the Kensington Term Facility. The Company also purchased new put options on a portion of its silver and gold production for three months ended December 31, 2013. On September 30, 2013 , the Company had outstanding silver put options with a strike price of $17.00/oz covering 1.25 million ounces of the Company’s forecasted silver production for the fourth quarter of 2013 and gold put options with a strike price of $1,200/oz covering 25,000 ounces of the Company’s forecasted gold production for the fourth quarter of 2013. As of September 30, 2013, the fair market value of these contracts was $0.2 million .
Additional information about the Company’s derivative financial instruments may be found in Note 16 - DERIVATIVE FINANCIAL INSTRUMENTS.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange Act), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management’s control objectives. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. Based upon the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by it in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control over Financial Reporting
Based on an evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that there was no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings
The information contained under Note 17 to the Company’s Condensed Consolidated Financial Statements in this Form 10-Q is incorporated herein by reference.

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Item 1A. Risk Factors
Item 1A (Risk Factors) of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 sets forth information relating to important risks and uncertainties that could materially adversely affect the Company's business, financial condition or operating results. Those risk factors continue to be relevant to an understanding of the Company's business, financial condition and operating results. In addition, those risk factors have been supplemented and updated in this Form 10-Q. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial also may impair our business operations.
The Company's results of operations, cash flows and operating costs are highly dependent upon the market prices of silver and gold and other commodities, which are volatile and beyond the Company's control. Substantial or extended declines in gold and silver prices would materially and adversely affect the Company's results of operations and cash flows.
Silver and gold are commodities, and their prices are volatile. During the last twelve months ended December 31, 2012, the price of silver ranged from a low of $26.39 per ounce to a high of $36.88 per ounce, and the price of gold ranged from a low of $1,540 per ounce to a high of $1,792 per ounce. During the first nine months of 2013, the price of silver ranged from a low of $18.70 per ounce to a high of $32.31 per ounce, and the price of gold ranged from a low of $1,192 per ounce to a high of $1,694 per ounce. The closing market prices of silver and gold on November 5, 2013 were $21.66 per ounce and $1,315 per ounce, respectively.
Silver and gold prices are affected by many factors beyond the Company's control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. In addition, Exchange Traded Funds (“ETFs”), which have substantially facilitated the ability of large and small investors to buy and sell precious metals, have become significant holders of gold and silver. Factors that are generally understood to contribute to a decline in the prices of silver and gold include a strengthening of the U.S. dollar, net outflows from gold and silver ETFs, bullion sales by private and government holders and a general global economic slowdown.
Because the Company derives all of its revenues from sales of silver and gold, its results of operations and cash flows will fluctuate as the prices of these metals increase or decrease. A sustained period of declining gold and silver prices would materially and adversely affect the results of operations and cash flows. Additionally, if market prices for silver and gold decline or remain at relatively low levels for a sustained period of time, the Company may have to revise its operating plans, including reducing operating costs and capital expenditures, terminating or suspending mining operations at one or more of its properties and discontinuing certain exploration and development plans. The Company may be unable to decrease its costs in an amount sufficient to offset reductions in revenues, and may incur losses.
Operating costs at the Company's mines are also affected by the price of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel and concrete. Prices for these input commodities are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, currency fluctuations, consumer or industrial demand and other factors. Continued volatility in the prices of commodities and other supplies the Company purchases could lead to higher costs, which would adversely affect results of operations and cash flows.
Since the beginning of 2011, the Company has made strategic minority investments in eight silver and gold development companies in North and South America. The value of these investments depends significantly on the market prices of silver and gold. The Company cannot assure that the value of these investments, or the value of future investments it may make in other development companies, will not decline. Declines in the value of these investments could adversely affect the Company's financial condition.
A significant and sustained decline in gold and silver prices could cause one or more of the Company's mining properties to become unprofitable, which could require it to record write-downs of long-lived assets that would adversely affect results of operations and financial condition.
Established accounting standards for impairment of the value of long-lived assets such as mining properties requires the Company to review the recoverability of the cost of its assets upon a triggering event by estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment, measured by comparing an asset's carrying value to its fair value, must be recognized when the carrying value of the asset exceeds these cash flows. A significant and sustained decline in or sustained period of relatively low silver or gold prices, or the failure to control production and operating costs or realize the minable ore reserves at the Company's mining properties, could lead it to terminate or suspend mining operations at one or more of its properties and require a write-down of the carrying value of the assets. Any such actions would negatively affect results of operations and financial condition.
The Company may record other types of additional mining property charges in the future if it sells a property for a price less than its carrying value or has to increase reclamation liabilities in connection with the closure and reclamation of a property.

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Any such additional write-downs of mining properties could adversely affect results of operations and financial condition.
The Company's use of derivative contracts to protect against market price volatility exposes it to risk of opportunity loss, mark-to-market accounting adjustments and exposure to counterparty credit risk.
From time to time, the Company may enter into price risk management contracts to protect against fluctuations in the price of its products and changes in the price of fuel and other input costs. These contracts could include forward sales or purchase contracts, futures contracts, purchased or sold put and call options and other contracts. Any such use of forward or futures contracts can expose the Company to risk of an opportunity loss. The use of derivative contracts may also result in significant mark-to-market accounting adjustments, which may have a material adverse impact on reported financial results. The Company is exposed to credit risk with contract counter-parties, including, but not limited to, sales contracts and derivative contracts. In the event of non-performance in connection with a contract, the Company could be exposed to a loss of value for that contract.
The Company's newly acquired silver-gold project, La Preciosa, is subject to significant development, operational and regulatory risks.
As a development phase project, La Preciosa is subject to numerous risks.  These risks include uncertainty as to the development of the La Preciosa project in accordance with current expectations or at all, and the ultimate extent, quality, grade and mineability of silver mineralization.  Further, the Company may be unable to complete project and environmental permitting within an economically acceptable time frame.
The recently-completed PEA for the La Preciosa project does not have sufficient certainty to constitute a pre-feasibility study or a feasibility study.  The PEA includes mineralized material that is considered too speculative geologically to have economic considerations applied to it that would enable it to be categorized as proven and probable reserves.  We cannot assure that the results reflected in the PEA will be realized or that the Company will ever be in a position to identify proven and probable reserves at the La Preciosa project.  In particular, the PEA uses estimated capital costs and operating costs which are based on factors including tonnage and grades of metal expected to be mined and processed and expected recovery rates, none of which has been completed to a pre-feasibility study or a feasibility study level.  While the Company currently is commencing a feasibility study on the La Preciosa project, the ultimate identification of proven and probable reserves will depend on a number of factors, including the attributes of the deposit (including size, grade, geological formation and proximity to infrastructure), metal prices, government regulations (including regulations pertaining to taxes, royalties, land use, international trade and permitting) and environmental protections.  It is possible that proven and probable reserves will never be identified at the La Preciosa project, which would inhibit the Company's ability to develop the La Preciosa project into a commercial mining operation. In addition, following completion of the feasibility study, the Company may determine not to proceed with project construction. .
The Company plans to configure and design the La Preciosa project as a large-tonnage, open pit operation in an effort to maximize annual production and mine life.  However, the Company may be unable to obtain the permits required for this design scope, or the Company may be unable to complete the design in a manner that complies with environmental laws.  Further, geological or technological impediments to extraction and processing may render the engineering impracticable or uneconomic.
As a result of these and related risks, future estimates of or actual cash operating costs and economic returns of the La Preciosa project may materially differ from these estimated costs and returns for this project, and accordingly, the Company's financial condition, results of operations and cash flows may be negatively affected.
Third parties may dispute the Company's unpatented mining claims, which could result in the discovery of defective titles and losses affecting its business.
The validity of mining claims is often uncertain and may be contested. Although the Company has attempted to acquire satisfactory title to undeveloped properties, in accordance with mining industry practice it does not generally obtain title opinions until a decision is made to develop a property. As a result, some titles, particularly titles to undeveloped properties may be defective. Defective title to any of the Company's mining claims could result in litigation, insurance claims and potential losses affecting its business as a whole.
There may be challenges to the title of any of the claims comprising the Company's mines that, if successful, could impair development and operations. A defect could result in the Company losing all or a portion of its right, title, estate and interest in and to the properties to which the title defect relates.


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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On June 7, 2012, the Company announced that its Board of Directors had approved a program to repurchase up to $100 million of the Company's common stock. Common stock repurchase activity during the third quarter of 2013, all of which was under the program announced on June 7, 2012, was as follows (in thousands, except per share amounts):

Period
Total Number of Shares Purchased
Average Price Paid Per Share
Dollar Value of Shares that May Yet Be Purchased Under the Plans (A)
July 1, 2013 - July 31, 2013
—

—

$67,511
August 1, 2013 - August 31, 2013
308.8

$15.83
$62,623
September 1, 2013 - September 30, 2013
727.5

$13.86
$52,542
Total
1,036.3

$14.45
$52,542

(A) The Company is subject to certain covenants under the Indenture governing the 7.875% Senior Notes due 2021 which may restrict the ability of the Company to repurchase shares.

Item 4. Mine Safety Disclosures
Information concerning any mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act has been included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.

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Item 6. Exhibits
Exhibits
3.1
Certificate of Conversion of Coeur Mining, Inc., effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K12B filed on May 16, 2013).
3.2
Certificate of Incorporation of Coeur Mining, Inc., effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K12B filed on May 16, 2013).

3.3
Amended and Restated Bylaws of Coeur Mining, Inc., effective as of September 16, 2013 (Incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on September 30, 2013).
10.1
Amended and Restated Executive Severance Policy of Coeur Mining, Inc. (Incorporated herein by reference to Exhibit 10.21 to the Registrant’s Amendment No. 1 to Form S-4 (Reg. No. 333-191133) filed on September 23, 2013).*

10.2
Agreement and General Release dated September 16, 2013 between Coeur Mining, Inc. and Donald J. Birak (Incorporated herein by reference to Exhibit 10.28 to the Registrant’s Amendment No. 1 to Form S-4 (Reg. No. 333-191133) filed on September 23, 2013).*
10.3
Agreement and General Release dated September 19, 2013 between Coeur Mining, Inc. and Luke Russell (Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Amendment No. 1 to Form S-4 (Reg. No. 333-191133) filed on September 23, 2013).*
10.4
Amended and Restated 2003 Long-Term Incentive Plan of Coeur Mining, Inc., effective as of October 1, 2013.*
10.5
Form of Restricted Stock Award Agreement.*
10.6
Form of Incentive Stock Option Award Agreement.*
10.7
Form of Nonqualified Stock Option Award Agreement.*
10.8
Form of Performance Unit Agreement.*
10.9
Form of Performance Share Agreement.*
10.10
Form of Cash-Settled Stock Appreciation Rights Award Agreement.*
31.1
Certification of the CEO
31.2
Certification of the CFO
32.1
Certification of the CEO (18 U.S.C. Section 1350)
32.2
Certification of the CFO (18 U.S.C. Section 1350)
95.1
Mine Safety Disclosure Exhibit
101.INS
XBRL Instance Document
101.SCH
XBRL Schema Document
101.CAL
XBRL Calculation Linkbase Document
101.DEF
Definition Linkbase Document
101.LAB
XBRL Labels Linkbase Document
101.PRE
XBRL Presentation Linkbase Document
* Management contract or compensatory plan.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Coeur Mining, Inc.
(Registrant)
Dated
November 6, 2013
/s/ Mitchell J. Krebs
MITCHELL J. KREBS
President and Chief Executive Officer (Principal Executive Officer)
Dated
November 6, 2013
/s/ Peter C. Mitchell
PETER C. MITCHELL
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Dated
November 6, 2013
/s/ Mark Spurbeck
MARK SPURBECK
Vice President, Finance (Principal Accounting Officer)


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TABLE OF CONTENTS