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Coeur Mining, Inc. Interim / Quarterly Report 2017

Jul 26, 2017

30519_10-q_2017-07-27_2a80a87a-2751-47be-8047-bab2675cd5ef.zip

Interim / Quarterly Report

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10-Q 1 cde-06301710q.htm 10-Q html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2017 Workiva Document

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 June 30, 2017

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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
Emerging growth company ¨

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

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 300,000,000 shares of common stock, par value of $0.01, authorized of which 181,451,398 shares were issued and outstanding as of July 24, 2017.

COEUR MINING, INC.

INDEX

Part I. Financial Information Page
Item 1. Financial Statements
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) 3
Condensed Consolidated Statements of Cash Flows (Unaudited) 4
Condensed Consolidated Balance Sheets 5
Condensed Consolidated Statement of Changes in Stockholders’ Equity 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29
Consolidated Financial Results 30
Results of Operations 34
Liquidity and Capital Resources 38
Non-GAAP Financial Performance Measures 41
Item 3. Quantitative and Qualitative Disclosures about Market Risk 47
Item 4. Controls and Procedures 48
Part II. Other Information 48
Item 1. Legal Proceedings 48
Item 1A. Risk Factors 48
Item 4. Mine Safety Disclosures 49
Item 5. Other Information 49
Item 6. Exhibits 51
Signatures 51

2

PART I

Item 1. Financial Statements

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

Three months ended June 30, Six months ended June 30,
2017 2016 2017 2016
Notes In thousands, except share data
Revenue 3 $ 173,354 $ 182,007 $ 379,492 $ 330,394
COSTS AND EXPENSES
Costs applicable to sales (1) 3 125,621 100,465 258,333 202,020
Amortization 32,946 37,505 73,050 65,470
General and administrative 7,042 7,400 17,175 15,676
Exploration 7,813 2,233 13,065 3,963
Write-downs 4,446
Pre-development, reclamation, and other 4,366 4,364 8,947 8,568
Total costs and expenses 177,788 151,967 370,570 300,143
OTHER INCOME (EXPENSE), NET
Loss on debt extinguishment 17 (9,342 ) (9,342 )
Fair value adjustments, net 10 336 (3,579 ) (864 ) (12,274 )
Interest expense, net of capitalized interest 17 (3,749 ) (10,875 ) (7,335 ) (21,995 )
Other, net 7 4,136 (1,857 ) 25,275 (543 )
Total other income (expense), net (8,619 ) (16,311 ) 7,734 (34,812 )
Income (loss) before income and mining taxes (13,053 ) 13,729 16,656 (4,561 )
Income and mining tax (expense) benefit 8 2,098 768 (8,948 ) (1,338 )
NET INCOME (LOSS) $ (10,955 ) $ 14,497 $ 7,708 $ (5,899 )
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on equity securities, net of tax of ($1,164) and ($2,174) for the three and six months June 30, 2016, respectively (18 ) 2,103 (2,200 ) 3,146
Reclassification adjustments for impairment of equity securities 305 20 426 20
Reclassification adjustments for realized (gain) loss on sale of equity securities (203 ) (314 ) 1,268 273
Other comprehensive income (loss) 84 1,809 (506 ) 3,439
COMPREHENSIVE INCOME (LOSS) $ (10,871 ) $ 16,306 $ 7,202 $ (2,460 )
NET INCOME (LOSS) PER SHARE 9
Basic $ (0.06 ) $ 0.09 $ 0.04 $ (0.04 )
Diluted $ (0.06 ) $ 0.09 $ 0.04 $ (0.04 )

(1) Excludes amortization.

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

3

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three months ended June 30, Six months ended June 30,
2017 2016 2017 2016
Notes In thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (10,955 ) $ 14,497 7,708 (5,899 )
Adjustments:
Amortization 32,946 37,505 73,050 65,470
Accretion 2,593 2,848 5,107 6,017
Deferred taxes (4,844 ) (15,170 ) (3,469 ) (17,275 )
Loss on debt extinguishment 9,342 9,342
Fair value adjustments, net 10 (336 ) 3,579 864 12,274
Stock-based compensation 5 2,235 2,307 5,542 5,222
Gain on sale of the Joaquin project (21,138 )
Write-downs 4,446
Other (3,624 ) 1,930 (5,822 ) 494
Changes in operating assets and liabilities:
Receivables (1,916 ) (12,402 ) 11,190 (8,921 )
Prepaid expenses and other current assets 3,612 (898 ) (687 ) 381
Inventory and ore on leach pads (997 ) (7,686 ) 13,295 (15,508 )
Accounts payable and accrued liabilities 1,223 19,429 (10,432 ) 5,855
CASH PROVIDED BY OPERATING ACTIVITIES 29,279 45,939 84,550 52,556
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (37,482 ) (23,288 ) (61,461 ) (45,460 )
Proceeds from the sale of assets 436 7,293 15,455 11,302
Purchase of investments (8,948 ) (92 ) (9,964 ) (99 )
Sale of investments 898 648 10,918 1,645
Other (61 ) (1,446 ) (1,607 ) (2,919 )
CASH USED IN INVESTING ACTIVITIES (45,157 ) (16,885 ) (46,659 ) (35,531 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 73,071 73,071
Issuance of notes and bank borrowings 17 244,958 244,958
Payments on debt, capital leases, and associated costs 17 (188,931 ) (6,712 ) (192,157 ) (12,683 )
Gold production royalty payments (10,461 ) (19,592 )
Other (473 ) (448 ) (3,720 ) (728 )
CASH PROVIDED BY FINANCING ACTIVITIES 55,554 55,450 49,081 40,068
Effect of exchange rate changes on cash and cash equivalents 329 (302 ) 884 (216 )
INCREASE IN CASH AND CASH EQUIVALENTS 40,005 84,202 87,856 56,877
Cash and cash equivalents at beginning of period 210,033 173,389 162,182 200,714
Cash and cash equivalents at end of period $ 250,038 $ 257,591 $ 250,038 $ 257,591

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

4

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS Notes June 30, 2017 (Unaudited) — In thousands, except share data December 31, 2016
CURRENT ASSETS
Cash and cash equivalents $ 250,038 $ 162,182
Receivables 13 69,656 60,431
Inventory 14 67,895 106,026
Ore on leach pads 14 75,699 64,167
Prepaid expenses and other 18,563 17,981
481,851 410,787
NON-CURRENT ASSETS
Property, plant and equipment, net 15 227,738 216,796
Mining properties, net 16 550,247 558,455
Ore on leach pads 14 69,954 67,231
Restricted assets 12 19,294 17,597
Equity securities 12 11,872 4,488
Receivables 13 15,140 30,951
Other 18,552 12,604
TOTAL ASSETS $ 1,394,648 $ 1,318,909
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 58,800 $ 53,335
Accrued liabilities and other 41,250 42,743
Debt 17 13,014 12,039
Royalty obligations 10 4,995
Reclamation 4 3,599 3,522
116,663 116,634
NON-CURRENT LIABILITIES
Debt 17 271,766 198,857
Royalty obligations 10 4,292
Reclamation 4 99,541 95,804
Deferred tax liabilities 75,388 74,798
Other long-term liabilities 53,779 60,037
500,474 433,788
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 per share; authorized 300,000,000 shares, issued and outstanding 181,441,769 at June 30, 2017 and 180,933,287 at December 31, 2016 1,814 1,809
Additional paid-in capital 3,316,407 3,314,590
Accumulated other comprehensive income (loss) (2,994 ) (2,488 )
Accumulated deficit (2,537,716 ) (2,545,424 )
777,511 768,487
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,394,648 $ 1,318,909

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

5

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

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, 2016 180,933 $ 1,809 $ 3,314,590 $ (2,545,424 ) $ (2,488 ) $ 768,487
Net income (loss) 7,708 7,708
Other comprehensive income (loss) (506 ) (506 )
Common stock issued under stock-based compensation plans, net 509 5 1,817 1,822
Balances at June 30, 2017 (Unaudited) 181,442 $ 1,814 $ 3,316,407 $ (2,537,716 ) $ (2,994 ) $ 777,511

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

NOTE 1 - BASIS OF PRESENTATION

The interim condensed consolidated financial statements of Coeur Mining, Inc. and its subsidiaries (collectively, “Coeur” or the “Company”) are unaudited. 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 which will be reported for the year ending December 31, 2017. The condensed consolidated December 31, 2016 balance sheet data was derived from audited consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 10-K”).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Standards

In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805) - Clarifying the Definition of a Business, ” which clarifies the definition of a business to assist entities in the evaluation of acquisitions and disposals of assets or businesses. These changes become effective for the Company’s fiscal year beginning January 1, 2018. The Company is currently evaluating the potential impact of implementing these changes on the Company’s consolidated financial position, results of operations, and cash flows.

In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows (Topic 230) - Restricted Cash, ” which will require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. These changes become effective for the Company’s fiscal year beginning January 1, 2018. The Company is currently evaluating the potential impact of implementing these changes on the Company’s consolidated financial position, results of operations, and cash flows.

In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments, ” which provides guidance on presentation and classification of certain cash receipts and payments in the statement of cash flows. These changes become effective for the Company’s fiscal year beginning January 1, 2018. The Company is currently evaluating this standard and does not expect this ASU to materially impact the Company’s consolidated net income, financial position or cash flows.

In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting, ” which amends several aspects of the accounting for share-based payment transaction, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. These changes became effective for the Company’s fiscal year beginning January 1, 2017, and the Company’s adoption had no impact on the Company’s consolidated financial position, results of operations, and cash flows.

In February 2016, the FASB issued ASU 2016-02, “ Leases, ” which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes become effective for the Company’s fiscal year beginning January 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company is currently evaluating the potential impact of implementing these changes on the Company’s consolidated financial position, results of operations, and cash flows.

In July 2015, the FASB issued ASU 2015-11, “ Simplifying the Measurement of Inventory, ” which provides a revised, simpler measurement for inventory to be measured at the lower of cost and net realizable value. These changes become effective for the Company’s fiscal year beginning January 1, 2018. The Company is currently evaluating the potential impact of implementing these changes on the Company’s consolidated financial position, results of operations, and cash flows.

In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers, which has subsequently been amended several times. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. These changes become effective for the Company’s fiscal year beginning January 1, 2018. The Company has substantially completed its analysis of the new standard and reviewed potential impacts from timing of when control is transferred to customers, variable consideration on concentrate sales and classification of refining fees. The Company does not expect this ASU to materially impact the Company’s consolidated net income, financial position or cash flows.

7

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 3 – SEGMENT REPORTING

The Company’s operating segments include the Palmarejo complex, and the Rochester, Kensington, Wharf, and San Bartolomé mines. All operating segments are engaged in the discovery, mining, and production of gold and/or silver. Other includes the La Preciosa project, other mineral interests, strategic equity investments, corporate office, elimination of intersegment transactions, and other items necessary to reconcile to consolidated amounts. The Company eliminated Coeur Capital as a standalone reportable segment in the first quarter of 2017 and has classified the operating performance, segment assets, and capital expenditures of the Endeavor silver stream and other remaining non-core assets in Other. All prior period amounts have been adjusted to conform to the current presentation.

Financial information relating to the Company’s segments is as follows (in thousands):

Three months ended June 30, 2017 Palmarejo Rochester Kensington Wharf San Bartolomé Other Total
Revenue
Metal sales $ 53,235 $ 32,791 $ 35,567 $ 27,013 $ 23,814 $ 934 $ 173,354
Costs and Expenses
Costs applicable to sales (1) 33,894 24,161 27,988 15,768 23,392 418 125,621
Amortization 14,431 4,938 8,347 2,549 2,212 469 32,946
Exploration 3,124 315 1,980 3 2,391 7,813
Other operating expenses 310 831 350 632 298 8,987 11,408
Other income (expense)
Loss on debt extinguishment (9,342 ) (9,342 )
Fair value adjustments, net 336 336
Interest expense, net (102 ) (133 ) (113 ) (17 ) (5 ) (3,379 ) (3,749 )
Other, net (498 ) 2,344 (57 ) 336 92 1,919 4,136
Income and mining tax (expense) benefit (3,229 ) 44 (1,060 ) 245 6,098 2,098
Net income (loss) $ (2,353 ) $ 5,137 $ (3,268 ) $ 7,320 $ (1,756 ) $ (16,035 ) $ (10,955 )
Segment assets (2) $ 397,254 $ 241,381 $ 207,103 $ 104,311 $ 62,864 $ 83,338 $ 1,096,251
Capital expenditures $ 11,202 $ 13,816 $ 8,649 $ 1,471 $ 375 $ 1,969 $ 37,482

(1) Excludes amortization

(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

Three months ended June 30, 2016 Palmarejo Rochester Kensington Wharf San Bartolomé Other Total
Revenue
Metal sales $ 48,272 $ 35,761 $ 36,469 $ 34,005 $ 25,185 $ 505 $ 180,197
Royalties 1,810 1,810
48,272 35,761 36,469 34,005 25,185 2,315 182,007
Costs and Expenses
Costs applicable to sales (1) 22,865 21,721 22,611 14,342 18,645 281 100,465
Amortization 14,765 5,437 9,808 5,128 1,853 514 37,505
Exploration 562 188 977 506 2,233
Write-downs
Other operating expenses 278 700 257 688 1,076 8,765 11,764
Other income (expense)
Loss on debt extinguishment
Fair value adjustments, net (840 ) (2,687 ) (52 ) (3,579 )
Interest expense, net (425 ) (181 ) (34 ) (27 ) (7 ) (10,201 ) (10,875 )
Other, net (4,360 ) (3,860 ) 1 204 411 5,747 (1,857 )
Income and mining tax (expense) benefit 3,153 8 (352 ) 848 (2,889 ) 768
Net income (loss) $ 7,330 $ 995 $ 2,783 $ 13,672 $ 4,863 $ (15,146 ) $ 14,497
Segment assets (2) $ 427,938 $ 207,764 $ 196,403 $ 113,821 $ 83,814 $ 84,219 $ 1,113,959
Capital expenditures $ 8,863 $ 3,885 $ 7,536 $ 1,511 $ 1,317 $ 176 $ 23,288

(1) Excludes amortization

(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

8

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2017 Palmarejo Rochester Kensington Wharf San Bartolomé Other Total
Revenue
Metal sales $ 130,939 $ 71,770 $ 73,531 $ 57,264 $ 44,398 $ 1,590 $ 379,492
Costs and Expenses
Costs applicable to sales (1) 76,895 50,600 56,431 32,088 41,614 705 258,333
Amortization 34,581 10,754 17,525 5,660 3,623 907 73,050
Exploration 4,755 459 2,819 3 5,029 13,065
Other operating expenses 611 1,641 695 1,251 1,050 20,874 26,122
Other income (expense)
Loss on debt extinguishment (9,342 ) (9,342 )
Fair value adjustments, net (864 ) (864 )
Interest expense, net (227 ) (250 ) (153 ) (36 ) (12 ) (6,657 ) (7,335 )
Other, net (127 ) 2,312 (865 ) 425 371 23,159 25,275
Income and mining tax (expense) benefit (14,415 ) (454 ) (2,017 ) 214 7,724 (8,948 )
Net income (loss) $ (672 ) $ 9,060 $ (4,957 ) $ 16,634 $ (1,316 ) $ (11,041 ) $ 7,708
Segment assets (2) $ 397,254 $ 241,381 $ 207,103 $ 104,311 $ 62,864 $ 83,338 $ 1,096,251
Capital expenditures $ 17,432 $ 24,384 $ 14,170 $ 2,358 $ 763 $ 2,354 $ 61,461

(1) Excludes amortization

(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

Six months ended June 30, 2016 Palmarejo Rochester Kensington Wharf San Bartolomé Other Total
Revenue
Metal sales $ 78,085 $ 65,743 $ 72,212 $ 61,934 $ 46,463 $ 2,396 $ 326,833
Royalties 3,561 3,561
78,085 65,743 72,212 61,934 46,463 5,957 330,394
Costs and Expenses
Costs applicable to sales (1) 43,903 44,206 47,029 29,803 36,142 937 202,020
Amortization 22,054 10,750 18,157 9,179 3,607 1,723 65,470
Exploration 1,363 297 930 1,373 3,963
Write-downs 4,446 4,446
Other operating expenses 593 1,381 509 1,181 1,367 19,213 24,244
Other income (expense)
Loss on debt extinguishment
Fair value adjustments, net (5,704 ) (4,936 ) (1,634 ) (12,274 )
Interest expense, net (1,159 ) (352 ) (77 ) (27 ) (10 ) (20,370 ) (21,995 )
Other, net (5,595 ) (3,857 ) (19 ) 214 726 7,988 (543 )
Income and mining tax (expense) benefit 3,251 (415 ) (236 ) (723 ) (3,215 ) (1,338 )
Net income (loss) $ 965 $ (451 ) $ 5,491 $ 21,722 $ 5,340 $ (38,966 ) $ (5,899 )
Segment assets (2) $ 427,938 $ 207,764 $ 196,403 $ 113,821 $ 83,814 $ 84,219 $ 1,113,959
Capital expenditures $ 17,678 $ 7,174 $ 15,626 $ 2,921 $ 1,838 $ 223 $ 45,460

(1) Excludes amortization

(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

Assets June 30, 2017 December 31, 2016
Total assets for reportable segments $ 1,096,251 $ 1,122,038
Cash and cash equivalents 250,038 162,182
Other assets 48,359 34,689
Total consolidated assets $ 1,394,648 $ 1,318,909

9

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Geographic Information

Long-Lived Assets June 30, 2017 December 31, 2016
Mexico $ 375,536 $ 397,697
United States 365,519 338,897
Bolivia 29,918 31,539
Australia 2,684 2,983
Argentina 228 10,228
Other 5,601 5,564
Total $ 779,486 $ 786,908
Revenue Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
United States $ 95,371 $ 106,236 $ 202,565 $ 199,890
Mexico 53,235 48,489 130,939 79,011
Bolivia 23,814 25,185 44,398 46,463
Australia 934 504 1,590 2,395
Other 1,593 2,635
Total $ 173,354 $ 182,007 $ 379,492 $ 330,394

NOTE 4 – RECLAMATION

Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates.

Changes to the Company’s asset retirement obligations for operating sites are as follows:

In thousands Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Asset retirement obligation - Beginning $ 99,240 $ 83,974 $ 97,380 $ 82,072
Accretion 2,397 2,009 4,735 3,968
Additions and changes in estimates (130 ) 121
Settlements (510 ) (308 ) (988 ) (616 )
Asset retirement obligation - Ending $ 101,127 $ 85,545 $ 101,127 $ 85,545

The Company has accrued $2.0 million and $1.9 million at June 30, 2017 and December 31, 2016 , respectively, for reclamation liabilities related to former mining activities, which are included in Reclamation.

10

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 5 – STOCK-BASED COMPENSATION

The Company has stock incentive plans for executives and eligible employees. Stock awards include performance shares, restricted stock and stock options. Stock-based compensation expense for the three and six months ended June 30, 2017 was $2.2 million and $5.5 million , respectively, compared to $2.3 million and $5.2 million for the three and six months ended June 30, 2016, respectively. At June 30, 2017 , there was $8.9 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.6 years.

The following table summarizes the grants awarded during the six months ended June 30, 2017 :

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 18, 2017 236,581 $ 11.47 $ — 316,213 $ 11.58
March 7, 2017 539,858 $ 7.60 14,820 $ 3.91 $ —

The following options and stock appreciation rights were exercisable during the six months ended June 30, 2017 :

Award Type Number of Exercised Units Weighted Average Exercised Price Number of Exercisable Units Weighted Average Exercisable Price
Stock options 16,400 $ 1.81 462,181 $ 13.74
Stock appreciation rights $ — 42,152 $ 14.14

NOTE 6 – RETIREMENT SAVINGS PLAN

The Company has a 401(k) retirement savings plan that covers all eligible U.S. employees. Eligible employees may elect to contribute up to 75% of base salary, subject to ERISA limitations. The Company generally makes matching contributions equal to 100% of the employee’s contribution up to 4% of the employee’s salary. The Company may also provide an additional contribution based on an eligible employee’s salary. Total plan expenses recognized for the three and six months ended June 30, 2017 were $1.8 million and $3.9 million , respectively, compared to $0.9 million and $1.9 million for the three and six months ended June 30, 2016, respectively. In addition, the Company has a deferred compensation plan for employees whose benefits under the 401(k) plan are limited by federal regulations.

NOTE 7 - OTHER, NET

Other, net consists of the following:

In thousands Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Foreign exchange gain (loss) $ 1,000 $ (5,656 ) $ 2,442 $ (5,819 )
Gain (loss) on sale of assets and investments 513 3,126 (1,552 ) 4,211
Gain on sale of the Joaquin project 21,138
Gain on repurchase of the Rochester royalty obligation 2,332 2,332
Impairment of equity securities (305 ) (20 ) (426 ) (20 )
Other 596 693 1,341 1,085
Other, net $ 4,136 $ (1,857 ) $ 25,275 $ (543 )

11

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 8 - INCOME AND MINING TAXES

The following table summarizes the components of Income and mining tax (expense) benefit for the three and six months ended June 30, 2017 and 2016 by significant jurisdiction:

Three months ended June 30, Six months ended June 30,
2017 2016 2017 2016
In thousands Income (loss) before tax Tax (expense) benefit Income (loss) before tax Tax (expense) benefit Income (loss) before tax Tax (expense) benefit Income (loss) before tax Tax (expense) benefit
United States $ (6,493 ) $ 1,588 $ 119 $ (1,810 ) $ 14,221 $ (377 ) $ (9,242 ) $ (2,342 )
Argentina (129 ) 945 4,453 (1,793 ) (457 ) 2,070 3,438 (250 )
Mexico (2,195 ) (4,766 ) 3,353 4,316 6,455 (14,689 ) (4,155 ) 4,333
Bolivia (2,001 ) 245 4,016 848 (1,530 ) 214 6,062 (722 )
Other jurisdictions (2,235 ) 4,086 1,788 (793 ) (2,033 ) 3,834 (664 ) (2,357 )
$ (13,053 ) $ 2,098 $ 13,729 $ 768 $ 16,656 $ (8,948 ) $ (4,561 ) $ (1,338 )

The Company’s effective tax rate is impacted by recurring and nonrecurring items. These items include foreign exchange rates on deferred tax balances, mining taxes, uncertain tax positions, and a full valuation allowance on deferred tax assets related to losses in the United States and certain foreign jurisdictions. Changes in currency rates increased income and mining tax expense by $3.0 million and $8.6 million for the three and six months ended June 30, 2017, predominately due to the strength of the Mexican Peso. Also, favorable operating results at Palmarejo contributed to higher income and mining tax expense. The Company’s consolidated effective income and mining tax rate is a function of the combined effective tax rates and foreign exchange rates in the jurisdictions in which it operates. Variations in the jurisdictional mix of income and loss and foreign exchange rates result in significant fluctuations in our consolidated effective tax rate.

A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see the sections titled “Risk Factors” set forth in the 2016 10-K.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The statute of limitations remains open from 2012 forward for the U.S. federal jurisdiction and from 2009 forward for certain other foreign jurisdictions. As a result of statutes of limitation that will begin to expire within the next twelve months in various jurisdictions and possible settlements of audit-related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease between $1.5 million and $2.5 million in the next twelve months.

At June 30, 2017 and December 31, 2016, the Company had $17.4 million and $19.6 million of total gross unrecognized tax benefits, respectively. If recognized, these unrecognized tax benefits would positively impact the Company’s effective income tax rate. The Company’s continuing practice is to recognize potential interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. At June 30, 2017 and December 31, 2016, the amount of accrued income-tax-related interest and penalties was $8.4 million and $8.7 million , respectively.

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Notes to Condensed Consolidated Financial Statements

NOTE 9 – NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the three and six months ended June 30, 2017 , 852,176 and 1,426,480 common stock equivalents, respectively, related to equity-based awards were not included in the diluted earnings per share calculation as the shares would be antidilutive. Similarly, 439,721 and 1,600,669 common stock equivalents were excluded from the diluted earnings per share calculation for the three and six months ended June 30, 2016 , respectively.

The 3.25% Convertible Senior Notes (“Convertible Notes”) were not included in the computation of diluted net income (loss) per share for the three and six months ended June 30, 2016 because there is no excess value upon conversion over the principal amount of the Convertible Notes. The outstanding Convertible Notes were redeemed in the third quarter of 2016.

In thousands except per share amounts Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Net income (loss) available to common stockholders $ (10,955 ) $ 14,497 $ 7,708 $ (5,899 )
Weighted average shares:
Basic 179,241 153,972 179,071 152,110
Effect of stock-based compensation plans 3,928 4,049
Diluted 179,241 157,900 183,120 152,110
Income (loss) per share:
Basic $ (0.06 ) $ 0.09 $ 0.04 $ (0.04 )
Diluted $ (0.06 ) $ 0.09 $ 0.04 $ (0.04 )

NOTE 10 – FAIR VALUE MEASUREMENTS

In thousands Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Rochester royalty obligation $ 336 $ (878 ) $ (864 ) $ (5,756 )
Palmarejo royalty obligation embedded derivative $ (2,687 ) $ — (4,936 )
Silver and gold options (14 ) (1,582 )
Fair value adjustments, net $ 336 $ (3,579 ) $ (864 ) $ (12,274 )

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), secondary priority to quoted prices in inactive markets or observable inputs (Level 2), and the lowest priority to unobservable inputs (Level 3).

The following table presents 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. 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 June 30, 2017 — Total Level 1 Level 2 Level 3
Assets:
Equity securities $ 11,872 $ 11,614 $ — $ 258
Other derivative instruments, net 4 4
$ 11,876 $ 11,614 $ 4 $ 258
Liabilities:
Other derivative instruments, net $ 169 $ — $ 169 $ —

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Notes to Condensed Consolidated Financial Statements

In thousands Fair Value at December 31, 2016 — Total Level 1 Level 2 Level 3
Assets:
Equity securities $ 4,488 $ 4,209 $ — $ 279
$ 4,488 $ 4,209 $ — $ 279
Liabilities:
Rochester royalty obligation 9,287 9,287
Other derivative instruments, net 762 762
$ 10,049 $ — $ 762 $ 9,287

The Company’s investments in equity securities are recorded at fair market value in the financial statements based primarily on quoted market prices. Such instruments are classified within Level 1 of the fair value hierarchy. Quoted market prices are not available for certain equity securities; these securities are valued using pricing models, which require the use of observable and unobservable inputs, and are classified within Level 3 of the fair value hierarchy.

The Company’s other derivative instruments, net, relate to concentrate and certain doré sales contracts valued using pricing models, which require inputs that are derived from observable market data, including contractual terms, forward market prices, yield curves, credit spreads, and other unobservable inputs. 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.

In May 2017, the Company repurchased the Rochester royalty obligation for $5.0 million in cash. The Company recorded a pre-tax gain of $2.3 million on this repurchase which is included in Other, net . The fair value of the Rochester royalty obligation was estimated based on observable market data including contractual terms, forward silver and gold prices, yield curves, and credit spreads, as well as the Company’s current mine plan which is considered a significant unobservable input. Therefore, the Company classified this obligation as a Level 3 financial liability.

No assets or liabilities were transferred between fair value levels in the six months ended June 30, 2017 .

The following tables present the changes in the fair value of the Company's Level 3 financial assets and liabilities for the six months ended June 30, 2017 :

In thousands Three Months Ended June 30, 2017 — Balance at the beginning of the period Revaluation Settlements Gain on settlement Balance at the end of the period
Assets:
Equity securities $ 279 $ (21 ) $ — $ — $ 258
Liabilities:
Rochester royalty obligation $ 9,277 $ (336 ) $ (6,609 ) (2,332 ) $ —
In thousands Six Months Ended June 30, 2017 — Balance at the beginning of the period Revaluation Settlements Gain on settlement Balance at the end of the period
Assets:
Equity securities $ 279 $ (21 ) $ — $ — $ 258
Liabilities:
Rochester royalty obligation $ 9,287 $ 864 $ (7,819 ) (2,332 ) $ —

The fair value of financial assets and liabilities carried at book value in the financial statements at June 30, 2017 and December 31, 2016 is presented in the following table:

In thousands June 30, 2017 — Book Value Fair Value Level 1 Level 2 Level 3
Liabilities:
5.875% Senior Notes due 2024 (1) $ 244,827 $ 238,497 $ — $ 238,497 $ —

(1) Net of unamortized debt issuance costs of $5.2 million .

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Notes to Condensed Consolidated Financial Statements

In thousands December 31, 2016 — Book Value Fair Value Level 1 Level 2 Level 3
Liabilities:
7.875% Senior Notes due 2021 (1) $ 175,991 $ 184,373 $ 184,373

(1) Net of unamortized debt issuance costs and premium received of $2.0 million .

The fair value of the 5.875% Senior Notes due 2024 (the “2024 Senior Notes”) and the 7.875% Senior Notes due 2021 (the “2021 Senior Notes”) were estimated using quoted market prices.

NOTE 11 – DERIVATIVE FINANCIAL INSTRUMENTS

Palmarejo Gold Production Royalty

In January 2009, the Company's subsidiary, Coeur Mexicana, S.A. de C.V. (“Coeur Mexicana”), entered into a gold production royalty agreement with a subsidiary of Franco-Nevada Corporation that covered 50% of the life of mine production from the Palmarejo mine and legacy adjacent properties. The royalty transaction included a minimum obligation of 4,167 gold ounces per month and terminated upon delivery of 400,000 gold ounces, which occurred in July 2016.

The price volatility associated with the minimum royalty obligation was considered an embedded derivative. The Company was required to recognize the change in fair value of the remaining minimum obligation due to changing gold prices. For the three and six months ended June 30, 2016, the mark-to-market adjustment associated with the change were losses of $0.9 million and $5.8 million , respectively. Payments on the royalty obligation decreased the carrying amount of the minimum obligation and the derivative liability. For the three and six months ended June 30, 2016, realized losses on settlement of the liabilities were $4.3 million and $7.3 million , respectively. The mark-to-market adjustments and realized losses are included in Fair value adjustments, net .

Provisional Silver and Gold Sales

The Company enters into sales contracts with third-party smelters and refiners which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable recorded at the forward price at the time of sale. The embedded derivatives do not qualify for hedge accounting and are marked to market through earnings each period until final settlement. Changes in silver and gold prices resulted in provisional pricing mark-to-market losses of $0.8 million and gains of $0.6 million in the three and six months ended June 30, 2016, respectively, compared to gains of $0.6 million and $1.2 million in the three and six months ended June 30, 2016, respectively.

At June 30, 2017 , the Company had the following provisionally priced sales that settle as follows:

In thousands except average prices and notional ounces 2017 Thereafter
Provisional silver sales contracts $ 1,994 $ —
Average silver price $ 16.85 $ —
Notional ounces 118,361
Provisional gold sales contracts $ 41,176 $ —
Average gold price $ 1,263 $ —
Notional ounces 32,602

Silver and Gold Options

During three and six months ended June 30, 2016, the Company had realized losses of $0.1 million and $1.6 million , from settled option contracts. At June 30, 2017 , the Company had no outstanding gold and silver options contracts.

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Notes to Condensed Consolidated Financial Statements

The following summarizes the classification of the fair value of the derivative instruments:

In thousands June 30, 2017 — Prepaid expenses and other Accrued liabilities and other Current portion of royalty obligation Non-current portion of royalty obligation
Provisional silver and gold sales contracts $ 4 $ 169 $ — $ —
In thousands December 31, 2016 — Prepaid expenses and other Accrued liabilities and other Current portion of royalty obligation Non-current portion of royalty obligation
Provisional silver and gold sales contracts 762

The following represent mark-to-market gains (losses) on derivative instruments for the three and six months ended June 30, 2017 and 2016 (in thousands):

Financial statement line Derivative Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Revenue Provisional silver and gold sales contracts $ (775 ) $ 597 $ 597 $ 1,163
Fair value adjustments, net Palmarejo gold production royalty 336 (878 ) (864 ) (5,756 )
Fair value adjustments, net Silver and gold options (14 ) (1,582 )
$ (439 ) $ (295 ) $ (267 ) $ (6,175 )

Credit Risk

The credit risk exposure related to any derivative instrument is limited to the unrealized gains, if any, on outstanding contracts based on current market prices. To reduce counter-party credit exposure, the Company enters into contracts with institutions management deems credit-worthy and limits credit exposure to each institution. The Company does not anticipate non-performance by any of its counterparties.

NOTE 12 – INVESTMENTS

Equity Securities

The Company makes strategic investments in equity securities of silver and gold exploration and development companies. These investments are classified as available-for-sale and are measured at fair value in the financial statements with unrealized gains and losses recorded in Other comprehensive income (loss) .

In thousands At June 30, 2017 — Cost Gross Unrealized Losses Gross Unrealized Gains Estimated Fair Value
Almaden Minerals, Ltd. $ 3,125 $ — $ 461 $ 3,586
Northern Empire Resources Corp. 2,999 41 3,040
Rockhaven Resources, Ltd. 2,064 (197 ) 1,867
Kootenay Silver, Inc. 1,291 1,291
Other 1,518 (45 ) 615 2,088
Equity securities $ 10,997 $ (242 ) $ 1,117 $ 11,872
In thousands At December 31, 2016 — Cost Gross Unrealized Losses Gross Unrealized Gains Estimated Fair Value
Kootenay Silver, Inc. $ 2,645 $ — $ — $ 2,645
Silver Bull Resources, Inc. 233 783 1,016
Other 229 598 827
Equity securities $ 3,107 $ — $ 1,381 $ 4,488

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Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The Company performs a quarterly assessment on each of its equity securities with unrealized losses to determine if the security is other than temporarily impaired. The Company recorded pre-tax other-than-temporary impairment losses of $0.3 million and $0.4 million in the three and six months ended June 30, 2017, respectively, in Other, net . No impairment losses were recorded in the three and six months ended June 30, 2016, in Other, net . The following table summarizes unrealized losses on equity securities for which other-than-temporary impairments have not been recognized and the fair values of those securities, aggregated by the length of time the individual securities have been in a continuous unrealized loss position, at June 30, 2017:

In thousands Less than twelve months — Unrealized Losses Fair Value Twelve months or more — Unrealized Losses Fair Value Total — Unrealized Losses Fair Value
Equity securities $ (242 ) $ 2,083 $ — $ — $ (242 ) $ 2,083

Restricted Assets

The Company, under the terms of its self-insurance and bonding agreements with certain banks, lending institutions and regulatory agencies, is required to collateralize certain portions of its asset retirement obligations. The Company has collateralized these obligations by assigning certificates of deposit that have maturity dates ranging from three months to a year to the applicable institutions or agencies. At June 30, 2017 and December 31, 2016, the Company held certificates of deposit and cash under these agreements of $ 19.3 million and $17.6 million , respectively. The ultimate timing of the release of the collateralized amounts is dependent on the timing and closure of each mine and repayment of the obligation. In order to release the collateral, the Company must seek approval from certain government agencies responsible for monitoring the mine closure status. Collateral could also be released to the extent the Company is able to secure alternative financial assurance satisfactory to the regulatory agencies. The Company believes the collateral will remain in place beyond a twelve-month period and has therefore classified these investments as long-term.

NOTE 13 – RECEIVABLES

Receivables consist of the following:

In thousands June 30, 2017 December 31, 2016
Current receivables:
Trade receivables $ 13,291 $ 10,669
Income tax receivable 5,957 1,038
Value added tax receivable 49,135 46,083
Other 1,273 2,641
$ 69,656 $ 60,431
Non-current receivables:
Value added tax receivable $ 15,140 $ 19,293
Income tax receivable 11,658
15,140 30,951
Total receivables $ 84,796 $ 91,382

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Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 14 – INVENTORY AND ORE ON LEACH PADS

Inventory consists of the following:

In thousands June 30, 2017 December 31, 2016
Inventory:
Concentrate $ 10,746 $ 17,994
Precious metals 18,957 47,228
Supplies 38,192 40,804
$ 67,895 $ 106,026
Ore on leach pads:
Current $ 75,699 $ 64,167
Non-current 69,954 67,231
$ 145,653 $ 131,398
Total inventory and ore on leach pads $ 213,548 $ 237,424

NOTE 15 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

In thousands — Land June 30, 2017 — $ 9,417 December 31, 2016 — $ 7,878
Facilities and equipment 655,366 650,480
Assets under capital leases 64,221 54,968
729,004 713,326
Accumulated amortization (1) (538,260 ) (524,806 )
190,744 188,520
Construction in progress 36,994 28,276
Property, plant and equipment, net $ 227,738 $ 216,796

(1) Includes $19.6 million of accumulated amortization related to assets under capital leases.

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Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 16 – MINING PROPERTIES

Mining properties consist of the following (in thousands):

June 30, 2017 — Mine development Palmarejo — $ 185,416 Rochester — $ 181,199 Kensington — $ 286,801 Wharf — $ 37,818 San Bartolomé — $ 39,423 La Preciosa — $ — Other — $ — Total — $ 730,657
Accumulated amortization (139,170 ) (141,026 ) (165,193 ) (13,476 ) (33,094 ) (491,959 )
46,246 40,173 121,608 24,342 6,329 238,698
Mineral interests 629,303 45,837 12,868 49,085 41,272 778,365
Accumulated amortization (404,134 ) (21,176 ) (11,839 ) (29,667 ) (466,816 )
225,169 24,661 1,029 49,085 11,605 311,549
Mining properties, net $ 271,415 $ 40,173 $ 121,608 $ 49,003 $ 7,358 $ 49,085 $ 11,605 $ 550,247
December 31, 2016 Palmarejo Rochester Kensington Wharf San Bartolomé La Preciosa Joaquin Other Total
Mine development $ 174,890 $ 165,230 $ 271,175 $ 37,485 $ 39,184 $ — $ — $ — $ 687,964
Accumulated amortization (134,995 ) (138,244 ) (154,744 ) (11,699 ) (32,192 ) (471,874 )
39,895 26,986 116,431 25,786 6,992 216,090
Mineral interests 629,303 45,837 12,868 49,085 10,000 37,272 784,365
Accumulated amortization (381,686 ) (19,249 ) (11,695 ) (29,370 ) (442,000 )
247,617 26,588 1,173 49,085 10,000 7,902 342,365
Mining properties, net $ 287,512 $ 26,986 $ 116,431 $ 52,374 $ 8,165 $ 49,085 $ 10,000 $ 7,902 $ 558,455

In February 2017, the Company sold the Joaquin silver-gold exploration project for consideration of $27.4 million and a 2.0% NSR royalty on the Joaquin project, which is included in Other. The Company recognized a $21.1 million pre-tax gain on this sale, included in Other, net on the Consolidated Statements of Comprehensive Income.

In June 2017, the Company entered into a Share and Asset Purchase Agreement with Metalla Royalty & Streaming Ltd. to sell the Endeavor silver stream and our remaining portfolio of royalties for total consideration of $13.0 million . The transaction is expected to close in the third quarter of 2017, subject to customary closing conditions. Current and prior period amounts are included in Other.

NOTE 17 – DEBT

In thousands June 30, 2017 — Current Non-Current December 31, 2016 — Current Non-Current
2024 Senior Notes, net (1) $ — $ 244,827 $ — $ —
2021 Senior Notes, net (2) 175,991
Capital lease obligations 13,014 26,939 12,039 22,866
$ 13,014 $ 271,766 $ 12,039 $ 198,857

(1) Net of unamortized debt issuance costs $5.2 million at June 30, 2017 .

(2) Net of unamortized debt issuance costs and premium received of $2.0 million at December 31, 2016.

5.875% Senior Notes due 2024

In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended for net proceeds of approximately $245.0 million . The 2024 Senior Notes are governed by an Indenture dated as of May 31, 2017 (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 2024 Senior Notes bear interest at a rate of 5.875% per year from the date of issuance. Interest on the 2024 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2017. The 2024 Senior Notes will mature on June 1, 2024 and are fully and unconditionally guaranteed by the Guarantors. At any time prior to June 1, 2020, the Company may redeem all or part of the 2024 Senior Notes

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Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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 2024 Senior Notes on or after June 1, 2020, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to June 1, 2020, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, including any permitted additional 2024 Senior Notes, at a redemption price equal to 105.875% of the principal amount. The Indenture contains covenants that, among other things, limit the Company’s ability under certain circumstances to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, create liens, sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting the Company's subsidiaries' ability to pay dividends and impose conditions on the Company’s ability to engage in mergers, consolidations and sales of all or substantially all of its assets. The Indenture also contains certain “Events of Default” (as defined in the Indenture) customary for indentures of this type. 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 2024 Senior Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the 2024 Senior Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the 2024 Senior Notes to be due and payable.

In connection with the sale of the 2024 Senior Notes, the Company entered into a Registration Rights Agreement, dated as of May 31, 2017 (the “Registration Rights Agreement”), with the Guarantors and the initial purchaser of the 2024 Senior Notes. Under the Registration Rights Agreement, the Company and the Guarantors have agreed, to (i) file a registration statement (the “Exchange Offer Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) with respect to a registered offer (the “Exchange Offer”) to exchange the 2024 Senior Notes for new notes of the Company having terms substantially identical in all material respects to the 2024 Senior Notes (the “Exchange Notes”), (ii) to use their commercially reasonable efforts to cause the Exchange Offer to be completed on or prior to November 27, 2017 and (iii) to commence the Exchange Offer and use their commercially reasonable efforts to issue on or prior to 35 business days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, the Exchange Notes in exchange for all 2024 Senior Notes tendered prior thereto in the Exchange Offer.

7.875% Senior Notes due 2021

Concurrent with the offering of the 2024 Senior Notes, the Company commenced a cash tender offer (the “Tender Offer”) to purchase the outstanding $178.0 million in aggregate principal amount of its 2021 Senior Notes. The Tender Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase dated May 19, 2017. The Tender Offer expired at 5:00 p.m., New York City time, on May 25, 2017 (the “Expiration Time”). Holders of the 2021 Senior Notes who tendered (and did not validly withdraw) their notes at or prior to the Expiration Time were entitled to receive in cash $1,043.88 per $1,000 principal amount of 2021 Senior Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company in the Tender Offer, plus accrued and unpaid interest on such 2021 Senior Notes. $118.1 million aggregate principal amount of the 2021 Senior Notes were validly tendered and purchased by the Company on May 31, 2017. In accordance with the terms of the indenture governing the 2021 Senior Notes, the remaining $59.9 million aggregate principal amount of the Notes were redeemed on June 30, 2017 at the redemption price specified in the indenture governing the 2021 Senior Notes ( $1,039.38 per $1,000 principal amount redeemed, plus accrued and unpaid interest). The Company recorded a loss of $9.3 million as a result of the extinguishment of the 2021 Senior Notes.

Lines of Credit

At June 30, 2017 , the Company’s subsidiary that holds the San Bartolomé mine had an available line of credit for $12.0 million that matures in June 30, 2018, bearing interest at 6.0% per annum, which is secured by machinery and equipment. There was no outstanding balance at June 30, 2017 .

Capital Lease Obligations

From time to time, the Company acquires mining equipment under capital lease agreements. In the six months ended June 30, 2017 , the Company entered into new lease financing arrangements primarily for diesel generators at Kensington and mining equipment at Rochester. All capital lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments.

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Notes to Condensed Consolidated Financial Statements

Interest Expense

In thousands Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
2024 Senior Notes $ 1,265 $ — $ 1,265 $ —
2021 Senior Notes 2,717 7,457 6,221 14,913
Term Loan due 2020 2,258 4,521
Capital lease obligations 383 416 689 680
Accretion of Palmarejo gold production royalty obligation 397 1,162
Amortization of debt issuance costs 172 631 338 1,262
Accretion of debt premium (28 ) (91 ) (71 ) (182 )
Other debt obligations 14 21 30 56
Capitalized interest (774 ) (214 ) (1,137 ) (417 )
Total interest expense, net of capitalized interest $ 3,749 $ 10,875 $ 7,335 $ 21,995

NOTE 18 - SUPPLEMENTAL GUARANTOR INFORMATION

The following 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., Coeur South America Corp., Wharf Resources (U.S.A.), Inc. and its subsidiaries, and Coeur Capital, Inc. (collectively, the “Subsidiary Guarantors”) of the 2024 Senior Notes. The following schedules present 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 and the guarantees are full and unconditional and joint and several obligations. There are no restrictions on the ability of Coeur to obtain funds from the Subsidiary Guarantors by dividend or loan.

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Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2017

In thousands — Revenue Coeur Mining, Inc. — $ — Guarantor Subsidiaries — $ 95,371 Non-Guarantor Subsidiaries — $ 77,983 Eliminations — $ — Consolidated — $ 173,354
COSTS AND EXPENSES
Costs applicable to sales (1) 67,916 57,705 125,621
Amortization 298 15,835 16,813 32,946
General and administrative 6,960 (4 ) 86 7,042
Exploration 395 3,217 4,201 7,813
Pre-development, reclamation, and other 598 1,890 1,878 4,366
Total costs and expenses 8,251 88,854 80,683 177,788
OTHER INCOME (EXPENSE), NET
Loss on debt extinguishments (9,342 ) (9,342 )
Fair value adjustments, net 336 336
Other, net 2,000 2,477 1,071 (1,412 ) 4,136
Interest expense, net of capitalized interest (3,377 ) (264 ) (1,520 ) 1,412 (3,749 )
Total other income (expense), net (10,719 ) 2,549 (449 ) (8,619 )
Loss before income and mining taxes (18,970 ) 9,066 (3,149 ) (13,053 )
Income and mining tax (expense) benefit 3,395 (938 ) (359 ) 2,098
Total loss after income and mining taxes (15,575 ) 8,128 (3,508 ) (10,955 )
Equity income (loss) in consolidated subsidiaries 4,620 1,139 (238 ) (5,521 )
NET INCOME (LOSS) $ (10,955 ) $ 9,267 $ (3,746 ) $ (5,521 ) $ (10,955 )
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on marketable securities, net of tax (18 ) (469 ) 469 (18 )
Reclassification adjustments for impairment of equity securities, net of tax 305 305 (305 ) 305
Reclassification adjustments for realized gain (loss) on sale of equity securities, net of tax (203 ) (203 ) 203 (203 )
Other comprehensive income (loss) 84 (367 ) 367 84
COMPREHENSIVE INCOME (LOSS) $ (10,871 ) $ 8,900 $ (3,746 ) $ (5,154 ) $ (10,871 )

(1) Excludes amortization.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2016

In thousands — Revenue Coeur Mining, Inc. — $ — Guarantor Subsidiaries — $ 106,207 Non-Guarantor Subsidiaries — $ 75,800 Eliminations — $ — Consolidated — $ 182,007
COSTS AND EXPENSES
Costs applicable to sales (1) 58,674 41,791 100,465
Amortization 413 20,374 16,718 37,505
General and administrative 7,096 203 101 7,400
Exploration 479 1,249 505 2,233
Write-downs
Pre-development, reclamation, and other 934 1,446 1,984 4,364
Total costs and expenses 8,922 81,946 61,099 151,967
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net (53 ) (2,686 ) (840 ) (3,579 )
Other, net 1,341 (2,193 ) 143 (1,148 ) (1,857 )
Interest expense, net of capitalized interest (10,241 ) (243 ) (1,539 ) 1,148 (10,875 )
Total other income (expense), net (8,953 ) (5,122 ) (2,236 ) (16,311 )
Income (Loss) before income and mining taxes (17,875 ) 19,139 12,465 13,729
Income and mining tax (expense) benefit (248 ) (1,595 ) 2,611 768
Income (Loss) after income and mining taxes (18,123 ) 17,544 15,076 14,497
Equity income (loss) in consolidated subsidiaries 32,620 (674 ) (31,946 )
NET INCOME (LOSS) $ 14,497 $ 16,870 $ 15,076 $ (31,946 ) $ 14,497
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on equity securities, net of tax 2,103 2,103 (2,103 ) 2,103
Reclassification adjustments for impairment of equity securities, net of tax 20 20 (20 ) 20
Reclassification adjustments for realized loss on sale of equity securities, net of tax (314 ) (314 ) 314 (314 )
Other comprehensive income (loss) 1,809 1,809 (1,809 ) 1,809
COMPREHENSIVE INCOME (LOSS) $ 16,306 $ 18,679 $ 15,076 $ (33,755 ) $ 16,306

(1) Excludes amortization.

22

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED JUNE 30, 2017

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by (used in) operating activities $ (5,005 ) $ 14,844 $ 24,961 $ (5,521 ) 29,279
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (989 ) (23,937 ) (12,556 ) (37,482 )
Proceeds from the sale of long-lived assets 1 443 (8 ) 436
Purchase of investments (8,948 ) (8,948 )
Sales and maturities of investments 898 898
Other (61 ) (61 )
Investments in consolidated subsidiaries (550 ) 823 240 (513 )
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (10,486 ) (21,773 ) (12,385 ) (513 ) (45,157 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and bank borrowings 244,958 244,958
Payments on debt, capital leases, and associated costs (185,538 ) (2,021 ) (1,372 ) (188,931 )
Net intercompany financing activity (6,680 ) 10,886 (10,240 ) 6,034
Other (473 ) (473 )
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 52,267 8,865 (11,612 ) 6,034 55,554
Effect of exchange rate changes on cash and cash equivalents 329 329
NET CHANGE IN CASH AND CASH EQUIVALENTS 36,776 1,936 1,293 40,005
Cash and cash equivalents at beginning of period 67,102 45,976 96,955 210,033
Cash and cash equivalents at end of period $ 103,878 $ 47,912 $ 98,248 $ — $ 250,038

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED JUNE 30, 2016

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by (used in) operating activities $ 25,384 $ 31,117 $ 21,384 $ (31,946 ) 45,939
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (88 ) (12,932 ) (10,268 ) (23,288 )
Proceeds from the sale of long-lived assets 41 7,252 7,293
Purchase of investments (92 ) (92 )
Sales and maturities of investments 648 648
Other (1,601 ) 196 (41 ) (1,446 )
Investments in consolidated subsidiaries (24,352 ) 15,981 8,371
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (26,133 ) 3,934 (3,057 ) 8,371 (16,885 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 73,071 73,071
Payments on debt, capital leases, and associated costs (250 ) (5,673 ) (789 ) (6,712 )
Gold production royalty payments (10,461 ) (10,461 )
Net intercompany financing activity (5,222 ) (5,720 ) (12,633 ) 23,575
Other (448 ) (448 )
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 67,151 (11,393 ) (23,883 ) 23,575 55,450
Effect of exchange rate changes on cash and cash equivalents 1 (303 ) (302 )
NET CHANGE IN CASH AND CASH EQUIVALENTS 66,402 23,659 (5,859 ) 84,202
Cash and cash equivalents at beginning of period 61,401 29,889 82,099 173,389
Cash and cash equivalents at end of period $ 127,803 $ 53,548 $ 76,240 $ — $ 257,591

23

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2017

In thousands — Revenue Coeur Mining, Inc. — $ — Guarantor Subsidiaries — $ 202,565 Non-Guarantor Subsidiaries — $ 176,927 Eliminations — $ — Consolidated — $ 379,492
COSTS AND EXPENSES
Costs applicable to sales (1) 139,118 119,215 258,333
Amortization 622 33,939 38,489 73,050
General and administrative 17,066 20 89 17,175
Exploration 731 4,944 7,390 13,065
Pre-development, reclamation, and other 773 3,671 4,503 8,947
Total costs and expenses 19,192 181,692 169,686 370,570
OTHER INCOME (EXPENSE), NET
Loss on debt extinguishments (9,342 ) (9,342 )
Fair value adjustments, net (864 ) (864 )
Other, net 17,222 7,935 2,944 (2,826 ) 25,275
Interest expense, net of capitalized interest (6,656 ) (439 ) (3,066 ) 2,826 (7,335 )
Total other income (expense), net 1,224 6,632 (122 ) 7,734
Loss before income and mining taxes (17,968 ) 27,505 7,119 16,656
Income and mining tax (expense) benefit 4,983 (3,372 ) (10,559 ) (8,948 )
Total loss after income and mining taxes (12,985 ) 24,133 (3,440 ) 7,708
Equity income (loss) in consolidated subsidiaries 20,693 1,209 (305 ) (21,597 )
NET INCOME (LOSS) $ 7,708 $ 25,342 $ (3,745 ) $ (21,597 ) $ 7,708
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on marketable securities, net of tax (2,200 ) (748 ) 748 (2,200 )
Reclassification adjustments for impairment of equity securities, net of tax 426 426 (426 ) 426
Reclassification adjustments for realized gain (loss) on sale of equity securities, net of tax 1,268 (572 ) 572 1,268
Other comprehensive income (loss) (506 ) (894 ) 894 (506 )
COMPREHENSIVE INCOME (LOSS) $ 7,202 $ 24,448 $ (3,745 ) $ (20,703 ) $ 7,202

(1) Excludes amortization.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2016

In thousands — Revenue Coeur Mining, Inc. — $ — Guarantor Subsidiaries — $ 200,161 Non-Guarantor Subsidiaries — $ 130,233 Eliminations — $ — Consolidated — $ 330,394
COSTS AND EXPENSES
Costs applicable to sales (1) 121,038 80,982 202,020
Amortization 836 38,233 26,401 65,470
General and administrative 15,176 221 279 15,676
Exploration 1,102 1,433 1,428 3,963
Write-downs 4,446 4,446
Pre-development, reclamation, and other 1,386 2,862 4,320 8,568
Total costs and expenses 18,500 163,787 117,856 300,143
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net (1,635 ) (4,935 ) (5,704 ) (12,274 )
Other, net 1,679 61 (110 ) (2,173 ) (543 )
Interest expense, net of capitalized interest (20,496 ) (456 ) (3,216 ) 2,173 (21,995 )
Total other income (expense), net (20,452 ) (5,330 ) (9,030 ) (34,812 )
Income (Loss) before income and mining taxes (38,952 ) 31,044 3,347 (4,561 )
Income and mining tax (expense) benefit (457 ) (1,902 ) 1,021 (1,338 )
Income (Loss) after income and mining taxes (39,409 ) 29,142 4,368 (5,899 )
Equity income (loss) in consolidated subsidiaries 33,510 (5,153 ) (28,357 )
NET INCOME (LOSS) $ (5,899 ) $ 23,989 $ 4,368 $ (28,357 ) $ (5,899 )
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on equity securities, net of tax 3,146 3,079 (3,079 ) 3,146
Reclassification adjustments for impairment of equity securities, net of tax 20 20 (20 ) 20
Reclassification adjustments for realized loss on sale of equity securities, net of tax 273 (695 ) 695 273
Other comprehensive income (loss) 3,439 2,404 (2,404 ) 3,439
COMPREHENSIVE INCOME (LOSS) $ (2,460 ) $ 26,393 $ 4,368 $ (30,761 ) $ (2,460 )

(1) Excludes amortization.

24

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2017

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by (used in) operating activities $ (9,820 ) $ 32,027 52,577 $ 83,940 $ (21,597 ) 84,550
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (1,308 ) (40,912 ) 52,577 (19,241 ) (61,461 )
Proceeds from the sale of long-lived assets 8,917 6,594 52,577 (56 ) 15,455
Purchase of investments (9,964 ) 52,577 (9,964 )
Sales and maturities of investments 9,157 1,761 52,577 10,918
Other (1,486 ) 52,577 (121 ) (1,607 )
Investments in consolidated subsidiaries (13,004 ) 753 52,577 307 11,944
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (7,688 ) (31,804 ) (19,111 ) 11,944 (46,659 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and bank borrowings 244,958 52,577 244,958
Payments on debt, capital leases, and associated costs (185,538 ) (3,895 ) 52,577 (2,724 ) (192,157 )
Net intercompany financing activity 7,638 1,561 52,577 (18,852 ) 9,653
Other (3,720 ) 52,577 (3,720 )
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 63,338 (2,334 ) (21,576 ) 9,653 49,081
Effect of exchange rate changes on cash and cash equivalents 884 884
NET CHANGE IN CASH AND CASH EQUIVALENTS 45,830 (2,111 ) 44,137 87,856
Cash and cash equivalents at beginning of period 58,048 50,023 54,111 162,182
Cash and cash equivalents at end of period $ 103,878 $ 47,912 $ 98,248 $ — $ 250,038

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2016

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by (used in) operating activities $ (3,258 ) $ 52,577 $ 31,594 $ (28,357 ) 52,556
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (134 ) (25,722 ) (19,604 ) (45,460 )
Proceeds from the sale of long-lived assets 4,041 7,261 11,302
Purchase of investments (99 ) (99 )
Sales and maturities of investments 500 1,145 1,645
Other (3,139 ) 302 (82 ) (2,919 )
Investments in consolidated subsidiaries (20,932 ) 24,160 (3,228 )
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (23,804 ) 3,926 (12,425 ) (3,228 ) (35,531 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 73,071 73,071
Payments on debt, capital leases, and associated costs (500 ) (6,503 ) (5,680 ) (12,683 )
Gold production royalty payments (19,592 ) (19,592 )
Net intercompany financing activity (13,101 ) (30,685 ) 12,201 31,585
Other (728 ) (728 )
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 58,742 (37,188 ) (13,071 ) 31,585 40,068
Effect of exchange rate changes on cash and cash equivalents 5 (221 ) (216 )
NET CHANGE IN CASH AND CASH EQUIVALENTS 31,680 19,320 5,877 56,877
Cash and cash equivalents at beginning of period 96,123 34,228 70,363 200,714
Cash and cash equivalents at end of period $ 127,803 $ 53,548 $ 76,240 $ — $ 257,591

25

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2017

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 103,878 $ 47,912 $ 98,248 $ — $ 250,038
Receivables 54 13,527 56,075 69,656
Ore on leach pads 75,699 75,699
Inventory 35,099 32,796 67,895
Prepaid expenses and other 6,696 2,366 9,501 18,563
110,628 174,603 196,620 481,851
NON-CURRENT ASSETS
Property, plant and equipment, net 3,908 146,826 77,004 227,738
Mining properties, net 4,000 210,785 335,462 550,247
Ore on leach pads 69,954 69,954
Restricted assets 11,711 226 7,357 19,294
Equity securities 9,930 1,942 11,872
Receivables 15,140 15,140
Net investment in subsidiaries 274,908 12,858 (861 ) (286,905 )
Other 211,384 10,186 8,366 (211,384 ) 18,552
TOTAL ASSETS $ 626,469 $ 627,380 $ 639,088 $ (498,289 ) $ 1,394,648
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,599 $ 24,168 $ 33,033 $ — $ 58,800
Other accrued liabilities 5,638 12,299 23,313 41,250
Debt 7,338 5,676 13,014
Reclamation 2,749 850 3,599
7,237 46,554 62,872 116,663
NON-CURRENT LIABILITIES
Debt 244,827 22,163 216,160 (211,384 ) 271,766
Reclamation 77,743 21,798 99,541
Deferred tax liabilities 5,304 6,137 63,947 75,388
Other long-term liabilities 2,390 4,758 46,631 53,779
Intercompany payable (receivable) (410,800 ) 336,771 74,029
(158,279 ) 447,572 422,565 (211,384 ) 500,474
STOCKHOLDERS’ EQUITY
Common stock 1,814 250 193,175 (193,425 ) 1,814
Additional paid-in capital 3,316,407 182,611 1,809,559 (1,992,170 ) 3,316,407
Accumulated deficit (2,537,716 ) (46,225 ) (1,849,083 ) 1,895,308 (2,537,716 )
Accumulated other comprehensive income (loss) (2,994 ) (3,382 ) 3,382 (2,994 )
777,511 133,254 153,651 (286,905 ) 777,511
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 626,469 $ 627,380 $ 639,088 $ (498,289 ) $ 1,394,648

26

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2016

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 58,048 $ 50,023 $ 54,111 $ — $ 162,182
Receivables 12 6,865 53,554 60,431
Ore on leach pads 64,167 64,167
Inventory 49,393 56,633 106,026
Prepaid expenses and other 3,803 1,459 12,719 17,981
61,863 171,907 177,017 410,787
NON-CURRENT ASSETS
Property, plant and equipment, net 3,222 139,885 73,689 216,796
Mining properties, net 195,791 362,664 558,455
Ore on leach pads 67,231 67,231
Restricted assets 10,170 226 7,201 17,597
Equity securities 4,488 4,488
Receivables 30,951 30,951
Net investment in subsidiaries 273,056 11,650 (284,706 )
Other 221,381 9,263 3,344 (221,384 ) 12,604
TOTAL ASSETS $ 569,692 $ 600,441 $ 654,866 $ (506,090 ) $ 1,318,909
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,153 $ 24,921 $ 26,261 $ — $ 53,335
Other accrued liabilities 12,881 13,664 16,198 42,743
Debt 6,516 5,523 12,039
Royalty obligations 4,995 4,995
Reclamation 2,672 850 3,522
15,034 52,768 48,832 116,634
NON-CURRENT LIABILITIES
Debt 175,991 15,214 229,036 (221,384 ) 198,857
Royalty obligations 4,292 4,292
Reclamation 75,183 20,621 95,804
Deferred tax liabilities 13,810 6,179 54,809 74,798
Other long-term liabilities 1,993 4,750 53,294 60,037
Intercompany payable (receivable) (405,623 ) 336,813 68,810
(213,829 ) 442,431 426,570 (221,384 ) 433,788
STOCKHOLDERS’ EQUITY
Common stock 1,809 250 197,913 (198,163 ) 1,809
Additional paid-in capital 3,314,590 181,009 1,864,261 (2,045,270 ) 3,314,590
Accumulated deficit (2,545,424 ) (73,529 ) (1,882,710 ) 1,956,239 (2,545,424 )
Accumulated other comprehensive income (loss) (2,488 ) (2,488 ) 2,488 (2,488 )
768,487 105,242 179,464 (284,706 ) 768,487
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 569,692 $ 600,441 $ 654,866 $ (506,090 ) $ 1,318,909

27

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Labor Union Contract

The Company maintains a labor agreement with Sindicato de Trabajadores Mineros de la Empresa Manquiri S.A. at the San Bartolomé mine in Bolivia. The San Bartolomé mine labor agreement, which became effective January 28, 2010, is currently active and does not have a fixed term. At June 30, 2017 , approximately 10% of the Company’s global labor force was covered by this collective bargaining agreement. The Company cannot predict whether this agreement will be renewed on similar terms or at all, whether future labor disruptions will occur or, if disruptions do occur, how long they will last.

Palmarejo Gold Stream

Effective August 2016, Coeur Mexicana sells 50% of Palmarejo gold production (excluding production from the Paramount properties acquired in 2015) to a subsidiary of Franco-Nevada Corporation under a gold stream agreement for the lesser of $800 or spot price per ounce. In 2015, Coeur Mexicana received a $22.0 million deposit toward future deliveries under the gold stream agreement.

Bolivian Temporary Restriction on Mining above 4,400 Meters

In October 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. The stability studies have been completed and officially submitted to the Bolivian mining technical authorities. Accordingly, the COMIBOL suspension has expired in accordance with the terms of the resolution. The Company is not currently mining above the 4,400 meter level.

If COMIBOL decides to affirmatively adopt a new resolution to restrict access above the 4,400 meter level, the Company may need to further write down the carrying value of the asset. While a portion of the Company’s proven and probable reserves relate to material above the 4,400 meter level at San Bartolomé, so long as operations remain suspended, there is a risk that silver may not be produced from this material at expected levels or at all, particularly given the remaining anticipated mine life of this asset. It is also uncertain if any new mining or investment policies or shifts in political attitude may affect mining in Bolivia.

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

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Coeur Mining, Inc. and its subsidiaries (collectively the “Company”, “our”, or “we”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of these measures, please see “Non-GAAP Financial Performance Measures” at the end of this item.

We provide certain operational and financial data on a silver equivalent basis, converting gold to silver at a historical 60:1 ratio of silver ounces to gold ounces, unless otherwise noted. We also provide realized silver equivalent data determined by average spot silver and gold prices during the relevant period.

Overview

We are a gold and silver producer with mines located in the United States, Mexico, and Bolivia and exploration projects in the United States and Mexico. The Palmarejo complex, and Rochester, Kensington, Wharf, and San Bartolomé mines constitute our principal sources of revenue.

The Company's strategy is to discover, acquire, develop and operate low-cost silver and gold mines that produce long-term cash flow, provide opportunities for growth through continued exploration, and generate superior and sustainable returns for stockholders. Management focuses on maximizing net cash flow through identifying and implementing revenue enhancement opportunities, reducing operating and non-operating costs, exercising consistent capital discipline, and efficient working capital management.

Second Quarter Highlights

• Production of 8.9 million silver equivalent ounces, consisting of 4.0 million silver ounces and 82,819 gold ounces

• Sales of 9.3 million silver equivalent ounces, consisting of 4.1 million silver ounces and 86,194 gold ounces

• Net loss of $11.0 million ( $0.06 per share) and adjusted net loss of $2.5 million ( $0.01 per share) (see “Non-GAAP Financial Performance Measures”)

• Costs applicable to sales were $13.15 per silver equivalent ounce ( $12.23 per average spot silver equivalent ounce) and $866 per gold equivalent ounce (see “Non-GAAP Financial Performance Measures”)

• All-in sustaining costs were $17.83 per silver equivalent ounce ( $15.90 per average spot silver equivalent ounce) (see “Non-GAAP Financial Performance Measures”)

• Operating cash flow of $29.3 million and adjusted EBITDA of $33.4 million (see “Non-GAAP Financial Performance Measures”)

• Issued $250.0 million of 5.875% Senior Notes due 2024 (the “2024 Senior Notes”)

• Repurchased $178.0 million of our 7.875% Senior Notes due 2021 (the “2021 Senior Notes”)

• Cash and cash equivalents of $250.0 million at June 30, 2017

• Announced the sale of the Endeavor Silver Stream and our remaining portfolio of royalties for total consideration of $13.0 million . The transaction is expected to close in the third quarter of 2017, subject to customary closing conditions

29

Selected Financial and Operating Results

Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Metal sales $ 173,354 $ 180,197 $ 379,492 $ 326,833
Net income (loss) $ (10,955 ) $ 14,497 $ 7,708 $ (5,899 )
Net income (loss) per share, diluted $ (0.06 ) $ 0.09 $ 0.04 $ (0.04 )
Adjusted net income (loss) (1) $ (2,517 ) $ 16,948 $ 4,469 $ 6,490
Adjusted net income (loss) per share, diluted (1) $ (0.01 ) $ 0.11 $ 0.02 $ 0.04
EBITDA (1) $ 23,642 $ 62,109 $ 97,041 $ 82,904
Adjusted EBITDA (1) $ 33,354 $ 72,041 $ 89,899 $ 108,413
Silver ounces produced 3,974,982 4,029,976 7,907,358 7,402,450
Gold ounces produced 82,819 92,727 171,037 170,799
Silver equivalent ounces produced 8,944,122 9,593,596 18,169,578 17,650,390
Silver ounces sold 4,086,828 3,973,475 8,560,540 7,502,977
Gold ounces sold 86,194 88,543 197,068 167,634
Silver equivalent ounces sold 9,258,455 9,286,033 20,384,641 17,561,045
Average realized price per silver ounce $ 16.98 $ 17.38 $ 17.31 $ 16.34
Average realized price per gold ounce $ 1,206 $ 1,255 $ 1,174 $ 1,218
Costs applicable to sales per silver equivalent ounce (1) $ 13.15 $ 10.82 $ 12.18 $ 11.53
Costs applicable to sales per average spot silver equivalent ounce (1) $ 12.23 $ 10.00 $ 11.33 $ 10.58
Costs applicable to sales per gold equivalent ounce (1) $ 866 $ 649 $ 825 $ 688
All-in sustaining costs per silver equivalent ounce (1) $ 17.83 $ 14.92 $ 16.29 $ 15.56
All-in sustaining costs per average spot silver equivalent ounce (1) $ 15.90 $ 13.04 $ 14.67 $ 13.37

(1) See “ Non-GAAP Financial Performance Measures. ”

Consolidated Financial Results

Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016

Net Income (Loss)

Net loss was $11.0 million ( $0.06 per share) compared to Net income of $14.5 million ( $0.09 per share). The Net loss is primarily due to a $9.3 million loss on debt extinguishment, lower average realized silver and gold prices and higher all-in sustaining costs per silver equivalent ounce, partially offset by lower interest expense and a $2.3 million gain on the repurchase the Rochester royalty obligation.

Revenue

Metal sales decreased due to lower gold production and a decrease in average realized silver and gold prices of 2% and 4% , respectively. The Company sold 4.1 million silver ounces and 86,194 gold ounces, compared to sales of 4.0 million silver ounces and 88,543 gold ounces. Gold contributed 60% of sales and silver contributed 40% , compared to 62% of sales from gold and 38% from silver. Metal sales from North American operations provided 85.7% of consolidated revenue, compared to 85.0%.

Costs Applicable to Sales

Costs applicable to sales increased due to lower production and higher mining and processing costs. For a complete discussion of costs applicable to sales, see Results of Operations below.

Amortization

Amortization decreased $4.6 million , or 12% , primarily due to lower production and increased life of mine reserves at Wharf.

30

Expenses

General and administrative expenses decreased 5% due to lower legal and professional service costs.

Exploration expense increased $5.6 million , due to the Company’s expansion of drilling activities at Palmarejo, Kensington and Rochester as well as regional exploration with a focus on projects in Nevada and Chihuahua, Mexico.

Pre-development, reclamation, and other expenses remained comparable at $4.4 million .

Other Income and Expenses

During the second quarter of 2017, the Company incurred a $9.3 million loss in connection with the repurchase of the 2021 7.875% Senior Notes concurrent with the completed offering of the 2024 5.875% Senior Notes.

Non-cash fair value adjustments, net, were a gain of $0.3 million compared to a loss of $3.6 million , primarily due to the termination of the Palmarejo gold production royalty (in the third quarter of 2016) and the lesser impact of changes in future metal prices on the Rochester royalty obligation which was repurchased and terminated in May 2017.

Interest expense (net of capitalized interest of $0.8 million ) decreased to $3.7 million from $10.9 million , primarily due to lower debt levels and a lower interest rate on the 2024 Senior Notes.

Other, net increased by $6.0 million , primarily due to a $2.3 million gain on the repurchase of the Rochester royalty obligation and foreign exchange gains.

Income and Mining Taxes

During the second quarter of 2017, the Company reported estimated income and mining tax benefit of approximately $2.1 million resulting in an effective tax rate of 16.1% . This compares to estimated income and mining tax benefit of $0.8 million for an effective tax rate of (5.6%) during the second quarter of 2016.

The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:

Three months ended June 30,
2017 2016
In thousands Income (loss) before tax Tax (expense) benefit Income (loss) before tax Tax (expense) benefit
United States $ (6,493 ) $ 1,588 $ 119 $ (1,810 )
Argentina (129 ) 945 4,453 (1,793 )
Mexico (2,195 ) (4,766 ) 3,353 4,316
Bolivia (2,001 ) 245 4,016 848
Other jurisdictions (2,235 ) 4,086 1,788 (793 )
$ (13,053 ) $ 2,098 $ 13,729 $ 768

The Company’s effective tax rate is impacted by recurring and nonrecurring items. These items include foreign exchange rates on deferred tax balances, mining taxes, uncertain tax positions, and a full valuation allowance on deferred tax assets related to losses in the United States and certain foreign jurisdictions. During the second quarter of 2017, changes in currency rates increased income and mining tax expense by $3.0 million, predominately due to the strength of the Mexican Peso. Favorable operating results at Palmarejo continued to contribute to higher income and mining tax expense. The Company’s consolidated effective income and mining tax rate is a function of the combined effective tax rates and foreign exchange rates in the jurisdictions in which it operates. Variations in the jurisdictional mix of income and loss and foreign exchange rates result in significant fluctuations in our consolidated effective tax rate.

A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related benefits will not be realized. The Company analyzes its deferred tax assets and if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of risk factors that could impact the Company’s ability to realize its deferred tax assets.

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Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016

Net Income (Loss)

Net income was $7.7 million ( $0.04 per share) compared to Net loss of $5.9 million ( $0.04 per share). The increase in Net income is primarily due to a $21.1 million gain on the sale of the Joaquin project, less unfavorable fair value adjustments, higher silver and gold production, higher average realized silver prices and lower interest expense, partially offset by lower average realized gold prices, higher all-in sustaining costs per silver equivalent ounce and a $9.3 million loss incurred in connection with the repurchase of the 2021 Senior Notes.

Revenue

Metal sales increased due to higher silver and gold production, a reduction in metal inventory and a 6% increase in average realized silver prices, partially offset by a 4% decrease in average realized gold prices. The Company sold 8.6 million silver ounces and 197,068 gold ounces, compared to sales of 7.5 million silver ounces and 167,634 gold ounces. Gold contributed 61% of sales and silver contributed 39% , compared to 62% of sales from gold and 38% from silver. Royalty revenue was lower due to the Company’s divestiture of non-core royalty assets throughout 2016 and the first half of 2017. Metal sales from North American operations provided 87.9% of revenue, compared to 84.4%.

Costs Applicable to Sales

Costs applicable to sales increased due to higher silver equivalent ounces sold and higher mining and processing costs. For a complete discussion of costs applicable to sales, see Results of Operations below.

Amortization

Amortization increased $7.6 million , or 12% , primarily due to higher silver and gold ounces sold, partially offset by higher life of mine reserves at Wharf.

Expenses

General and administrative expenses increased 10% due to higher compensation, severance and professional service costs.

Exploration expense increased $9.1 million , due to the Company’s expansion of drilling activities at Palmarejo, Kensington and Rochester as well as regional exploration with a focus on projects in Nevada and Chihuahua, Mexico.

Pre-development, reclamation, and other expenses increased 4% to $8.9 million as a result of additional work at La Preciosa.

Other Income and Expenses

During the first half of 2017, the Company incurred a $9.3 million loss in connection with the repurchase of the 2021 7.875% Senior Notes concurrent with the completed offering of the 2024 5.875% Senior Notes.

Non-cash fair value adjustments, net, were a loss of $0.9 million compared to a loss of $12.3 million , primarily due to the termination of the Palmarejo gold production royalty (in the third quarter of 2016) and the lesser impact of changes in future metal prices on the Rochester royalty obligation which was repurchased and terminated in May 2017.

Interest expense (net of capitalized interest of $1.1 million ) decreased to $7.3 million from $22.0 million , primarily due to lower debt levels and a lower interest rate on the 2024 Senior Notes compared to the 2021 Senior Notes.

Other, net increased by $25.8 million , primarily due to a $21.1 million gain on the sale of the Joaquin project in Argentina and a $2.3 million gain on the repurchase of the Rochester royalty obligation.

Income and Mining Taxes

During the first half of 2017, the Company reported estimated income and mining tax expense of approximately $8.9 million resulting in an effective tax rate of 53.7% . This compares to estimated income and mining tax expense of $1.3 million for an effective tax rate of (29.3%) during the first half of 2016.

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The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:

Six months ended June 30,
2017 2016
In thousands Income (loss) before tax Tax (expense) benefit Income (loss) before tax Tax (expense) benefit
United States $ 14,221 $ (377 ) $ (9,242 ) $ (2,342 )
Argentina (457 ) 2,070 3,438 (250 )
Mexico 6,455 (14,689 ) (4,155 ) 4,333
Bolivia (1,530 ) 214 6,062 (722 )
Other jurisdictions (2,033 ) 3,834 (664 ) (2,357 )
$ 16,656 $ (8,948 ) $ (4,561 ) $ (1,338 )

The Company’s effective tax rate is impacted by recurring and nonrecurring items. These items include foreign exchange rates on deferred tax balances, mining taxes, uncertain tax positions, and a full valuation allowance on deferred tax assets related to losses in the United States and certain foreign jurisdictions. During the first half of the year, changes in currency rates increased income and mining tax expense by $8.6 million, predominately due to the strength of the Mexican Peso. During the first half of the year, favorable operating results at Palmarejo contributed to higher income and mining tax expense. The Company’s consolidated effective income and mining tax rate is a function of the combined effective tax rates and foreign exchange rates in the jurisdictions in which it operates. Variations in the jurisdictional mix of income and loss and foreign exchange rates result in significant fluctuations in our consolidated effective tax rate.

A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related benefits will not be realized. The Company analyzes its deferred tax assets and if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of risk factors that could impact the Company’s ability to realize its deferred tax assets.

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2017 Outlook

The Company revised its full-year 2017 production guidance to reflect higher expected gold production at Wharf due to higher mining and crushing rates, lower expected silver production at the San Bartolomé mine due to persistent drought conditions, and the pending sale of the Endeavor silver stream, under which production and any associated sales began accruing to the buyer as of June 1, 2017. Cost guidance has been updated to reflect revised production levels.

2017 Production Outlook

(silver and silver equivalent ounces in thousands) Silver Gold Silver Equivalent 1
Palmarejo 6,500 - 7,000 110,000 - 120,000 13,100 - 14,200
Rochester 4,200 - 4,700 47,000 - 52,000 7,020 - 7,820
San Bartolomé 5,000 - 5,400 5,000 - 5,400
Endeavor 105 105
Kensington 120,000 - 125,000 7,200 - 7,500
Wharf 90,000 - 95,000 5,400 - 5,700
Total 15,805 - 17,205 367,000 - 392,000 37,825 - 40,725

2017 Cost Outlook

(dollars in millions, except per ounce amounts) Previous Guidance Revised Guidance
CAS per AgEqOz 1 – Palmarejo $10.00 - $10.50 $10.00 - $10.50
CAS per AgEqOz 1 – Rochester $11.50 - $12.00 $11.50 - $12.00
CAS per AgOz 1 – San Bartolomé $14.00 - $14.50 $15.75 - $16.25
CAS per AuOz 1 – Kensington $800 - $850 $800 - $850
CAS per AuEqOz 1 – Wharf $775 - $825 $700 - $750
Capital Expenditures $109 - $129 $109 - $129
General and Administrative Expenses $28 - $32 $28 - $32
Exploration Expense $29 - $31 $29 - $31
AISC per AgEqOz 1 $15.75 - $16.25 $15.75 - $16.25

(1) See “ Non-GAAP Financial Performance Measures. ”

Results of Operations

The Company produced 4.0 million ounces of silver and 82,819 ounces of gold in the three months ended June 30, 2017 , compared to 4.0 million ounces of silver and 92,727 ounces of gold in the three months ended June 30, 2016 . Gold production decreased 11% due to lower tons placed at Rochester and lower gold grade at Wharf, Kensington and Palmarejo, partially offset by higher mill throughput and recovery at Palmarejo.

The Company produced 7.9 million ounces of silver and 171,037 ounces of gold in the six months ended June 30, 2017 , compared to 7.4 million ounces of silver and 170,799 ounces of gold in the six months ended June 30, 2016 . Silver production increased 7% due to higher mill throughput and grade at Palmarejo and timing of leach pad recoveries at Rochester, partially offset by lower mill throughput and silver grade at San Bartolomé.

Costs applicable to sales were $13.15 per silver equivalent ounce ( $12.23 per average spot silver equivalent ounce) and $866 per gold equivalent ounce in the three months ended June 30, 2017 compared to $10.82 per silver equivalent ounce ( $10.00 per average spot silver equivalent ounce) and $649 per gold equivalent ounce in the three months ended June 30, 2016 . Costs applicable to sales per silver equivalent ounce increased 22% in the three months ended June 30, 2017 due to higher unit costs at Palmarejo, Rochester and San Bartolomé. Costs applicable to sales per gold equivalent ounce increased 33% in the three months ended June 30, 2017 due to higher unit costs at Kensington and Wharf.

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Costs applicable to sales were $12.18 per silver equivalent ounce ( $11.33 per average spot silver equivalent ounce) and $825 per gold equivalent ounce in the six months ended June 30, 2017 compared to $11.53 per silver equivalent ounce ( $10.58 per average spot silver equivalent ounce) and $688 per gold equivalent ounce in the six months ended June 30, 2016 . Costs applicable to sales per silver equivalent ounce increased 6% in the six months ended June 30, 2017 due to higher unit costs at Palmarejo, Rochester and San Bartolomé. Costs applicable to sales per gold equivalent ounce increased 20% in the six months ended June 30, 2017 due to higher unit costs at Kensington and Wharf.

All-in sustaining costs were $17.83 per silver equivalent ounce ( $15.90 per average spot silver equivalent ounce) in the three months ended June 30, 2017 , compared to $14.92 per silver equivalent ounce ( $13.04 per average spot silver equivalent ounce) in the three months ended June 30, 2016 . The 20% increase in all-in sustaining costs per silver equivalent ounce in 2017 was primarily due to higher costs applicable to sales and higher exploration expense, partially offset by lower general and administrative expense and lower sustaining capital.

All-in sustaining costs were $16.29 per silver equivalent ounce ( $14.67 per average spot silver equivalent ounce) in the six months ended June 30, 2017 , compared to $15.56 per silver equivalent ounce ( $13.37 per average spot silver equivalent ounce) in the six months ended June 30, 2016 . The 5% increase in all-in sustaining costs per silver equivalent ounce in 2017 was primarily due to higher costs applicable to sales and higher general and administrative and exploration expense, partially offset by lower sustaining capital.

Palmarejo

Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Tons milled 335,428 270,142 695,811 516,675
Silver ounces produced 1,456,821 1,307,097 2,987,362 2,240,466
Gold ounces produced 24,292 18,731 55,084 33,399
Silver equivalent ounces produced 2,914,341 2,430,957 6,292,402 4,244,406
Costs applicable to sales per silver equivalent oz (1) $ 11.31 $ 9.14 $ 10.36 $ 10.44
Costs applicable to sales per average spot silver equivalent oz (1) $ 10.20 $ 8.20 $ 9.40 $ 9.23

(1) See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016

Silver equivalent production increased 20% due to higher mining rates from Independencia, partially offset by lower silver grade. Metal sales were $53.2 million , or 31% of Coeur’s metal sales, compared with $48.3 million , or 27% of Coeur’s metal sales. Costs applicable to sales per ounce increased 24% as a result of higher waste tons mined, backfill costs, equipment maintenance and consumable costs. Amortization remained comparable at $14.4 million . Capital expenditures were $11.2 million as the Company continues underground development at Guadalupe and Independencia.

Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016

Silver equivalent production increased 48% due to higher mining rates from Guadalupe and Independencia and higher silver and gold grades, partially offset by lower silver recovery. Metal sales were $130.9 million , or 35% of Coeur’s metal sales, compared with $78.1 million , or 24% of Coeur’s metal sales. Costs applicable to sales per ounce remained comparable. Amortization increased to $34.6 million compared to $22.1 million , primarily due to higher production from Guadalupe and Independencia. Capital expenditures remained comparable at $17.4 million .

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Rochester

Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Tons placed 4,493,100 6,402,013 8,006,808 10,776,472
Silver ounces produced 1,156,341 1,197,013 2,283,663 2,125,915
Gold ounces produced 10,745 13,940 21,101 24,401
Silver equivalent ounces produced 1,801,041 2,033,413 3,549,723 3,589,975
Costs applicable to sales per silver equivalent oz (1) $ 13.62 $ 11.36 $ 13.05 $ 11.98
Costs applicable to sales per average spot silver equivalent oz (1) $ 12.63 $ 10.30 $ 12.17 $ 10.75

(1) See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016

Silver equivalent production decreased 11% due to lower tons placed, partially offset by the timing of recoveries. Metal sales were $32.8 million , or 19% of Coeur’s metal sales, compared with $35.8 million , or 20% of Coeur’s metal sales. Costs applicable to sales per silver equivalent ounce increased 20% due to higher waste tons mined and higher blasting and processing costs. Amortization decreased to $4.9 million compared to $5.4 million due to lower production. Capital expenditures increased to $13.8 million compared to $3.9 million due to the stage IV leach pad expansion.

Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016

Silver equivalent production was consistent. Metal sales were $71.8 million , or 19% of Coeur’s metal sales, compared with $65.7 million , or 20% of Coeur’s metal sales. Costs applicable to sales per silver equivalent ounce increased 9% due to higher waste tons mined and higher blasting, processing, and maintenance costs. Amortization remained comparable at $10.8 million . Capital expenditures increased to $24.4 million compared to $7.2 million due to the stage IV leach pad expansion.

Kensington

Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Tons milled 163,163 157,117 329,058 316,477
Gold ounces produced 26,424 32,210 52,621 64,183
Costs applicable to sales/oz (1) $ 964 $ 749 $ 922 $ 761

(1) See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016

Gold production decreased 18% due to lower grades mined as a result of mine sequencing, partially offset by higher mill throughput. Metal sales were $35.6 million , or 21% of Coeur’s metal sales, compared to $36.5 million , or 20% of Coeur’s metal sales. Costs applicable to sales per ounce were 29% higher , primarily due to lower production and higher contract services. Amortization was $8.3 million compared to $9.8 million due to lower production, partially offset by higher amortizable mining properties and equipment. Capital expenditures increased to $8.6 million compared to $7.5 million , due to more underground mine development.

Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016

Gold production decreased 18% due to lower grades mined as a result of mine sequencing, partially offset by higher mill throughput. Metal sales were $73.5 million , or 19% of Coeur’s metal sales, compared to $72.2 million , or 22% of Coeur’s metal sales. Costs applicable to sales per ounce were 21% higher , primarily due to lower production and higher contract services and other mining costs. Amortization was $17.5 million compared to $18.2 million due to lower production, mostly offset by higher amortizable mining properties and equipment. Capital expenditures decreased to $14.2 million compared to $15.6 million , due to less underground mine development.

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Wharf

Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Tons placed 993,167 915,631 2,285,348 1,890,294
Gold ounces produced 21,358 27,846 42,231 48,816
Silver ounces produced 12,587 35,201 32,652 48,180
Gold equivalent ounces produced (1) 21,568 28,433 42,775 49,619
Costs applicable to sales per gold equivalent oz (1) $ 734 $ 535 $ 696 $ 597

(1) See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016

Gold equivalent production decreased 24% due to fewer high-grade tons placed from the Golden Reward deposit. Metal sales were $27.0 million , or 16% of Coeur’s metal sales, compared to $34.0 million , or 19% of Coeur’s metal sales. Costs applicable to sales per gold equivalent ounce increased 37% due to lower production, timing of pad unload, and higher blasting and crushing costs. Amortization was $2.5 million compared to $5.1 million due to lower production and higher life of mine reserves. Capital expenditures remained comparable at $1.5 million .

Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016

Gold equivalent production decreased 14% due to lower grade, partially offset by higher tons placed. Metal sales were $57.3 million , or 15% of Coeur’s metal sales, compared to $61.9 million , or 19% of Coeur’s metal sales. Costs applicable to sales per gold equivalent ounce increased 17% due to lower production and higher blasting and crushing costs. Amortization was $5.7 million compared to $9.2 million due to lower production and higher life of mine reserves. Capital expenditures remained comparable at $2.4 million .

San Bartolomé

Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Tons milled 417,784 440,441 802,051 848,247
Silver ounces produced 1,284,561 1,457,944 2,499,068 2,839,857
Costs applicable to sales/oz (1) $ 16.73 $ 13.14 $ 16.34 $ 12.89

(1) See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016

Silver production decreased 12% due to lower high-grade ore purchases and mill throughput due to continued drought conditions, partially offset by higher recoveries. Silver sales were $23.8 million , or 14% of Coeur’s metal sales, compared with $25.2 million , or 14% of Coeur’s metal sales. Costs applicable to sales per ounce increased due to lower production and higher processing costs. Amortization remained comparable at $2.2 million due to lower life of mine reserves. Capital expenditures were $0.4 million compared to $1.3 million .

Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016

Silver production decreased 12% due to lower high-grade ore purchases and mill throughput due to drought conditions, partially offset by higher recoveries. Silver sales were $44.4 million , or 12% of Coeur’s metal sales, compared with $46.5 million , or 14% of Coeur’s metal sales. Costs applicable to sales per ounce increased due to lower production and higher processing costs. Amortization remained comparable at $3.6 million due to lower life of mine reserves. Capital expenditures were $0.8 million compared to $1.8 million .

Endeavor Silver Stream

Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Tons milled 88,565 37,521 133,905 124,384
Silver ounces produced 64,672 32,721 104,613 148,032
Costs applicable to sales/oz (1) $ 7.06 $ 7.94 7.12 5.93

(1) See Non-GAAP Financial Performance Measures.

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In June 2017, the Company entered into a Share and Asset Purchase Agreement with Metalla Streaming & Royalty Ltd. to sell the Endeavor silver stream. The transaction is expected to close in the third quarter of 2017, subject to customary closing conditions. Reported production and financial results include operations through May 2017, as the buyer is entitled to production and any associated sales subject to the stream agreement after June 1, 2017 under the terms of the sale agreement.

Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016

Silver production at Endeavor increased due to higher mining and mill throughput rates. Costs applicable to sales per ounce decreased due to the impact of lower silver prices on the Company’s silver price sharing agreement with the Endeavor mine operator. Amortization was $0.2 million compared to $0.1 million due to higher production.

Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016

Silver production at Endeavor decreased due to lower grades. Costs applicable to sales per ounce increased due to the impact of higher silver prices on the Company’s silver price sharing agreement with the Endeavor mine operator. Amortization was $0.3 million compared to $0.9 million due to lower production and lower amortizable mining properties.

Liquidity and Capital Resources

Cash Provided by Operating Activities

Net cash provided by operating activities for the three and six months ended June 30, 2017 was $29.3 million and $84.6 million , respectively, compared to net cash provided by operating activities of $45.9 million and $52.6 million , respectively, for the three and six months ended June 30, 2016 and was impacted by the following key factors:

Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Consolidated silver equivalent ounces sold 9,258,455 9,286,033 20,384,641 17,561,045
Average realized price per consolidated silver equivalent ounce $ 18.72 $ 19.41 $ 18.62 $ 18.61
Costs applicable to sales per consolidated silver equivalent ounce (1) (13.57 ) (10.82 ) (12.67 ) (11.50 )
Operating margin per consolidated silver equivalent ounce $ 5.15 $ 8.59 $ 5.95 $ 7.11

(1) See Non-GAAP Financial Performance Measures.

In thousands Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Cash flow before changes in operating assets and liabilities $ 27,357 $ 47,496 $ 71,184 $ 70,749
Changes in operating assets and liabilities:
Receivables (1,916 ) (12,402 ) 11,190 (8,921 )
Prepaid expenses and other 3,612 (898 ) (687 ) 381
Inventories (997 ) (7,686 ) 13,295 (15,508 )
Accounts payable and accrued liabilities 1,223 19,429 (10,432 ) 5,855
CASH PROVIDED BY OPERATING ACTIVITIES $ 29,279 $ 45,939 $ 84,550 $ 52,556

Cash provided by operating activities decreased $16.7 million for the three months ended June 30, 2017 compared to the three months ended June 30, 2016 due to lower silver equivalent ounces sold, lower average realized prices and higher costs applicable to sales per consolidated silver equivalent ounce, partially offset by favorable working capital adjustments. Metal sales for the three months ended June 30, 2017 decreased $6.8 million , with $0.9 million due to lower silver equivalent ounces sold and $5.9 million due to lower average realized prices. The $1.9 million working capital decrease in the three months ended June 30, 2017 was primarily due to an increase in accounts payable partially offset by an increase in receivables, compared to the $1.6 million working capital increase in the three months ended June 30, 2016 due to an increase in trade receivables and inventories, partially offset by an increase in accounts payable.

Cash provided by operating activities increased $32.0 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 due to higher silver equivalent ounces sold and favorable working capital adjustments, partially offset by higher costs applicable to sales per consolidated silver equivalent ounce. Metal sales for six months ended June 30, 2017

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increased $52.7 million , with $52.9 million due to higher silver equivalent ounces sold, partially offset by $0.2 million due to lower average realized prices. The $13.4 million working capital decrease in the six months ended June 30, 2017 was primarily due to the reduction in precious metal inventory and receivables, compared to the $18.2 million working capital increase in the six months ended June 30, 2016 , primarily due to an increase in inventories and receivables, partially offset by an increase in accounts payable.

Cash Used in Investing Activities

Net cash used in investing activities in the three months ended June 30, 2017 was $45.2 million compared to $16.9 million in the three months ended June 30, 2016 , primarily due to higher capital expenditures, the purchase of strategic equity investments, and the sales of non-core assets in 2016. The Company had capital expenditures of $37.5 million in the three months ended June 30, 2017 compared with $23.3 million in the three months ended June 30, 2016 . Capital expenditures in the three months ended June 30, 2017 were primarily related to underground development at Palmarejo and Kensington, and the Stage IV leach pad expansion at Rochester. Capital expenditures in the three months ended June 30, 2016 were primarily related to underground development at Palmarejo and Kensington.

Net cash used in investing activities in the six months ended June 30, 2017 was $46.7 million compared to $35.5 million in the six months ended June 30, 2016 , primarily due to higher capital expenditures and the purchase of strategic equity investments, partially offset by the proceeds from the sale of the Joaquin project. The Company had capital expenditures of $61.5 million in the six months ended June 30, 2017 compared with $45.5 million in the six months ended June 30, 2016 . Capital expenditures in the six months ended June 30, 2017 were primarily related to underground development at Palmarejo and Kensington, and the Stage IV leach pad expansion at Rochester. Capital expenditures in the six months ended June 30, 2016 were primarily related to underground development at Palmarejo and Kensington.

Cash Provided by Financing Activities

Net cash provided by financing activities in the three months ended June 30, 2017 remained comparable with the three months ended June 30, 2016 at $55.6 million . During the three months ended June 30, 2017 , the Company received net proceeds of approximately $245.0 million from the issuance of the 2024 Senior Notes, partially offset by the repurchase of the 2021 Senior Notes for $185.5 million , including premiums. In addition, the Company made payments of $10.5 million under the Palmarejo gold production royalty obligation that terminated in July 2016. Coeur Mexicana now sells 50% of Palmarejo gold production (excluding production from Independencia Este, acquired in the 2015 Paramount transaction) for the lesser of $800 or spot price per ounce under a gold stream agreement.

Net cash provided by financing activities in the six months ended June 30, 2017 was $49.1 million compared to $40.1 million in the six months ended June 30, 2016 . During the six months ended June 30, 2017 , the Company received net proceeds of approximately $245.0 million from the issuance of the 2024 Senior Notes, partially offset by the repurchase of the 2021 Senior Notes for $185.5 million , including premiums. Payments of $19.6 million were made in 2016 under the Palmarejo gold production royalty that terminated in July 2016. Coeur Mexicana now sells 50% of Palmarejo gold production (excluding production from Independencia Este, acquired in 2015 Paramount transaction) for the lesser of $800 or spot price per ounce under a gold stream agreement.

In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended for net proceeds of approximately $245.0 million . The 2024 Senior Notes are governed by an Indenture dated as of May 31, 2017 (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 2024 Senior Notes bear interest at a rate of 5.875% per year from the date of issuance. Interest on the 2024 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2017. The 2024 Senior Notes will mature on June 1, 2024 and are fully and unconditionally guaranteed by the Guarantors. At any time prior to June 1, 2020, the Company may redeem all or part of the 2024 Senior 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 2024 Senior Notes on or after June 1, 2020, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to June 1, 2020, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, including any permitted additional 2024 Senior Notes, at a redemption price equal to 105.875% of the principal amount. The Indenture contains covenants that, among other things, limit the Company’s ability under certain circumstances to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, create liens, sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting the Company's subsidiaries' ability to pay dividends and impose conditions on the Company’s ability to engage in mergers, consolidations and sales of all or substantially all of its assets. The Indenture also contains certain “Events of Default” (as defined in the Indenture) customary for indentures of this type. If an

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Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the 2024 Senior Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the 2024 Senior Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the 2024 Senior Notes to be due and payable.

In connection with the sale of the 2024 Senior Notes, the Company entered into a Registration Rights Agreement, dated as of May 31, 2017 (the “Registration Rights Agreement”), with the Guarantors and the initial purchaser of the 2024 Senior Notes. Under the Registration Rights Agreement, the Company and the Guarantors have agreed, to (i) file a registration statement (the “Exchange Offer Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) with respect to a registered offer (the “Exchange Offer”) to exchange the 2024 Senior Notes for new notes of the Company having terms substantially identical in all material respects to the 2024 Senior Notes (the “Exchange Notes”), (ii) to use their commercially reasonable efforts to cause the Exchange Offer to be completed on or prior to November 27, 2017 and (iii) to commence the Exchange Offer and use their commercially reasonable efforts to issue on or prior to 35 business days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, the Exchange Notes in exchange for all 2024 Senior Notes tendered prior thereto in the Exchange Offer.

Concurrent with the offering of the 2024 Senior Notes, the Company commenced a cash tender offer (the “Tender Offer”) to purchase the outstanding $178.0 million in aggregate principal amount of its 2021 Senior Notes. The Tender Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase dated May 19, 2017. The Tender Offer expired at 5:00 p.m., New York City time, on May 25, 2017 (the “Expiration Time”). Holders of the 2021 Senior Notes who tendered (and did not validly withdraw) their notes at or prior to the Expiration Time were entitled to receive in cash $1,043.88 per $1,000 principal amount of 2021 Senior Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company in the Tender Offer, plus accrued and unpaid interest on such 2021 Senior Notes. $118.1 million aggregate principal amount of the 2021 Senior Notes were validly tendered and purchased by the Company on May 31, 2017. In accordance with the terms of the indenture governing the 2021 Senior Notes, the remaining $59.9 million aggregate principal amount of the Notes that were not tendered were redeemed on June 30, 2017 at the redemption price specified in the indenture governing the 2021 Senior Notes ($1,039.38 per $1,000 principal amount redeemed, plus accrued and unpaid interest). The Company recorded a loss of $9.3 million as a result of the extinguishment of the 2021 Senior Notes.

Other Liquidity Matters

We believe that our liquidity and capital resources from U.S. operations are adequate to fund our U.S. operations and corporate activities. The Company has asserted indefinite reinvestment of earnings from its Mexican operations as determined by management’s judgment about and intentions concerning the future operations of the Company. The Company does not believe that the amounts reinvested will have a material impact on liquidity.

Critical Accounting Policies and Accounting Developments

Please see Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contained in the Company’s Form

10-K for the year ended December 31, 2016 (the “2016 10-K”) for the Company’s critical accounting policies and estimates. Those critical accounting policies and estimates have been supplemented and updated in this Form 10-Q.

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Non-GAAP Financial Performance Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles (“GAAP”). These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

Adjusted Net Income (Loss)

Management uses Adjusted net income (loss) to evaluate the Company’s operating performance, and to plan and forecast its operations. The Company believes the use of Adjusted net income (loss) reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Management’s determination of the components of Adjusted net income (loss ) are evaluated periodically and are based, in part, on a review of non-GAAP financial measures used by mining industry analysts. The tax effect of adjustments are based on statutory tax rates and the Company’s tax attributes, including the impact through the Company’s valuation allowance. The combined effective rate of tax adjustments may not be consistent with the statutory tax rates or the Company’s effective tax rate due to jurisdictional tax attributes and related valuation allowance impacts which may minimize the tax effect of certain adjustments and may not apply to gains and losses equally. Adjusted net income (loss) is reconciled to Net income (loss) in the table below:

In thousands except per share amounts Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Net income (loss) $ (10,955 ) $ 14,497 $ 7,708 $ (5,899 )
Fair value adjustments, net (336 ) 3,579 864 12,274
Impairment of marketable securities 305 20 426 20
Write-downs 4,446
Gain on sale of Joaquin project (21,138 )
(Gain) loss on sale of assets and securities (513 ) (3,126 ) 1,552 (4,211 )
Gain on repurchase of Rochester royalty (2,332 ) (2,332 )
Loss on debt extinguishment 9,342 9,342
Transaction costs 792 1,172
Foreign exchange loss (gain) 1,972 (2,810 ) 6,240 (3,933 )
Tax effect of adjustments (1) 3,996 1,807 2,621
Adjusted net income (loss) $ (2,517 ) $ 16,948 $ 4,469 $ 6,490
Adjusted net income (loss) per share - Basic $ (0.01 ) $ 0.11 $ 0.02 $ 0.04
Adjusted net income (loss) per share - Diluted $ (0.01 ) $ 0.11 $ 0.02 $ 0.04

(1) For the three months ended June 30, 2016, tax effect of adjustments of $4.0 million (-316%) is primarily related to the tax gain on the sale of an asset, partially offset by losses on other asset sales where no tax benefit was recognized and tax benefit from fair value adjustment.

For the six months ended June 30, 2017, tax effect of adjustments of $1.8 million (-16%) is primarily related to a taxable gain on the sale of the Joaquin project. For the six months ended June 30, 2016, tax effect of adjustments of $2.6 million (-19%) is primarily related to a taxable gain on the sale of assets and the tax valuation allowance impact from an asset write-down, partially offset by tax benefit from fair value adjustments.

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EBITDA and Adjusted EBITDA

Management uses EBITDA to evaluate the Company’s operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company believes the use of EBITDA reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Adjusted EBITDA is a measure used in the Indenture to determine our ability to make certain payments and incur additional indebtedness. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, Net income (Loss) or Cash Flow from Operations as determined under GAAP. Other companies may calculate Adjusted EBITDA differently and those calculations may not be comparable to our presentation. Adjusted EBITDA is reconciled to Net income (loss) in the table below:

In thousands except per share amounts Three months ended June 30, — 2017 2016 Six months ended June 30, — 2017 2016
Net income (loss) $ (10,955 ) $ 14,497 $ 7,708 $ (5,899 )
Interest expense, net of capitalized interest 3,749 10,875 7,335 21,995
Income tax provision (benefit) (2,098 ) (768 ) 8,948 1,338
Amortization 32,946 37,505 73,050 65,470
EBITDA 23,642 62,109 97,041 82,904
Fair value adjustments, net (336 ) 3,579 864 12,274
Impairment of equity securities 305 20 426 20
Foreign exchange (gain) loss (1,000 ) 5,655 (2,349 ) 5,820
Gain on sale of Joaquin project (21,138 )
(Gain) loss on sale of assets and securities (513 ) (3,126 ) 1,552 (4,211 )
Gain on repurchase of Rochester royalty (2,332 ) (2,332 )
Loss on debt extinguishment 9,342 9,342
Transaction costs 792 1,172
Asset retirement obligation accretion 2,450 2,066 4,841 4,125
Inventory adjustments and write-downs 1,796 946 1,652 1,863
Write-downs 4,446
Adjusted EBITDA $ 33,354 $ 72,041 $ 89,899 $ 108,413

Costs Applicable to Sales and All-in Sustaining Costs

Management uses Costs applicable to sales (“CAS”) and All-in sustaining costs (“AISC”) to evaluate the Company’s current operating performance and life of mine performance from discovery through reclamation. We believe these measures assist analysts, investors and other stakeholders in understanding the costs associated with producing silver and gold, assessing our operating performance and ability to generate free cash flow from operations and sustaining production. These measures may not be indicative of operating profit or cash flow from operations as determined under GAAP. Management believes converting the benefit from selling gold into silver equivalent ounces best allows management, analysts, investors and other stakeholders to evaluate the operating performance of the Company. Other companies may calculate CAS and AISC differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit rather than converting to silver equivalent ounces, differences in the determination of sustaining capital expenditures, and differences in underlying accounting principles and accounting frameworks such as in International Financial Reporting Standards.

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Three Months Ended June 30, 2017

In thousands except per ounce amounts Silver — Palmarejo Rochester San Bartolomé Endeavor Total Gold — Kensington Wharf Total Total
Costs applicable to sales, including amortization (U.S. GAAP) $ 48,325 $ 29,099 $ 25,604 $ 586 $ 103,614 $ 36,335 $ 18,317 $ 54,652 $ 158,266
Amortization 14,431 4,938 2,212 168 21,749 8,347 2,549 10,896 32,645
Costs applicable to sales $ 33,894 $ 24,161 $ 23,392 $ 418 $ 81,865 $ 27,988 $ 15,768 $ 43,756 $ 125,621
Silver equivalent ounces sold 2,995,623 1,774,000 1,398,038 59,234 6,226,895 9,258,455
Gold equivalent ounces sold 29,031 21,495 50,526
Costs applicable to sales per ounce $ 11.31 $ 13.62 $ 16.73 $ 7.06 $ 13.15 $ 964 $ 734 $ 866 $ 13.57
Costs applicable to sales per average spot ounce $ 10.20 $ 12.63 $ 12.23 $ 12.10
Costs applicable to sales $ 125,621
Treatment and refining costs 1,288
Sustaining capital (1) 17,569
General and administrative 7,042
Exploration 7,813
Reclamation 4,096
Project/pre-development costs 1,677
All-in sustaining costs $ 165,106
Silver equivalent ounces sold 6,226,895
Kensington and Wharf silver equivalent ounces sold 3,031,560
Consolidated silver equivalent ounces sold 9,258,455
All-in sustaining costs per silver equivalent ounce $ 17.83
Consolidated silver equivalent ounces sold (average spot) 10,384,025
All-in sustaining costs per average spot silver equivalent ounce $ 15.90

(1) Excludes development capital for Jualin, Guadalupe South Portal and Rochester expansion permitting.

Three Months Ended June 30, 2016

In thousands except per ounce amounts Silver — Palmarejo Rochester San Bartolomé Endeavor Total Gold — Kensington Wharf Total Total
Costs applicable to sales, including amortization (U.S. GAAP) $ 37,630 $ 27,158 $ 20,498 $ 365 $ 85,651 $ 32,419 $ 19,470 $ 51,889 $ 137,540
Amortization 14,765 5,437 1,853 84 22,139 9,808 5,128 14,936 37,075
Costs applicable to sales $ 22,865 $ 21,721 $ 18,645 $ 281 $ 63,512 $ 22,611 $ 14,342 $ 36,953 $ 100,465
Silver equivalent ounces sold 2,502,442 1,911,885 1,418,455 35,411 5,868,193 9,286,033
Gold equivalent ounces sold 30,178 26,786 56,964
Costs applicable to sales per ounce $ 9.14 $ 11.36 $ 13.14 $ 7.94 $ 10.82 $ 749 $ 535 $ 649 $ 10.82
Costs applicable to sales per average spot ounce $ 8.20 $ 10.30 $ 10.00 $ 9.45
Costs applicable to sales $ 100,465
Treatment and refining costs 1,128
Sustaining capital (1) 21,019
General and administrative 7,400
Exploration 2,233
Reclamation 4,170
Project/pre-development costs 2,098
All-in sustaining costs $ 138,513
Silver equivalent ounces sold 5,868,193
Kensington and Wharf silver equivalent ounces sold 3,417,840
Consolidated silver equivalent ounces sold 9,286,033
All-in sustaining costs per silver equivalent ounce $ 14.92
Consolidated silver equivalent ounces sold (average spot) 10,622,163
All-in sustaining costs per average spot silver equivalent ounce $ 13.04

(1) Excludes development capital for Jualin, Guadalupe, Independencia and Rochester crushing capacity expansion.

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Six Months Ended June 30, 2017

In thousands except per ounce amounts Silver — Palmarejo Rochester San Bartolomé Endeavor Total Gold — Kensington Wharf Total Total
Costs applicable to sales, including amortization (U.S. GAAP) $ 111,476 $ 61,354 $ 45,237 $ 986 $ 219,053 $ 73,956 $ 37,748 $ 111,704 $ 330,757
Amortization 34,581 10,754 3,623 281 49,239 17,525 5,660 23,185 72,424
Costs applicable to sales $ 76,895 $ 50,600 $ 41,614 $ 705 $ 169,814 $ 56,431 $ 32,088 $ 88,519 $ 258,333
Silver equivalent ounces sold 7,422,969 3,878,209 2,546,044 98,999 13,946,221 20,384,641
Gold equivalent ounces sold 61,175 46,132 107,307
Costs applicable to sales per ounce $ 10.36 $ 13.05 $ 16.34 $ 7.12 $ 12.18 $ 922 $ 696 $ 825 $ 12.67
Costs applicable to sales per average spot ounce $ 9.40 $ 12.17 $ 11.33 $ 11.41
Costs applicable to sales $ 258,333
Treatment and refining costs 2,904
Sustaining capital (1) 29,169
General and administrative 17,175
Exploration 13,065
Reclamation 7,915
Project/pre-development costs 3,566
All-in sustaining costs $ 332,127
Silver equivalent ounces sold 13,946,221
Kensington and Wharf silver equivalent ounces sold 6,438,420
Consolidated silver equivalent ounces sold 20,384,641
All-in sustaining costs per silver equivalent ounce $ 16.29
Consolidated silver equivalent ounces sold (average spot) 22,639,877
All-in sustaining costs per average spot silver equivalent ounce $ 14.67

(1) Excludes development capital for Jualin, Guadalupe South Portal and Rochester expansion permitting.

Six Months Ended June 30, 2016

In thousands except per ounce amounts Silver — Palmarejo Rochester San Bartolomé Endeavor Total Gold — Kensington Wharf Total Total
Costs applicable to sales, including amortization (U.S. GAAP) $ 65,957 $ 54,956 $ 39,749 $ 1,320 $ 161,982 $ 65,186 $ 38,982 $ 104,168 $ 266,150
Amortization 22,054 10,750 3,607 383 36,794 18,157 9,179 27,336 64,130
Costs applicable to sales $ 43,903 $ 44,206 $ 36,142 $ 937 $ 125,188 $ 47,029 $ 29,803 $ 76,832 $ 202,020
Silver equivalent ounces sold 4,204,732 3,691,261 2,802,846 158,106 10,856,945 17,561,045
Gold equivalent ounces sold 61,827 49,908 111,735
Costs applicable to sales per ounce $ 10.44 $ 11.98 $ 12.89 $ 5.93 $ 11.53 $ 761 $ 597 $ 688 $ 11.50
Costs applicable to sales per average spot ounce $ 9.23 $ 10.75 $ 10.58 $ 9.88
Costs applicable to sales $ 202,020
Treatment and refining costs 2,286
Sustaining capital (1) 37,729
General and administrative 15,676
Exploration 3,963
Reclamation 7,931
Project/pre-development costs 3,655
All-in sustaining costs $ 273,260
Silver equivalent ounces sold 10,856,945
Kensington and Wharf silver equivalent ounces sold 6,704,100
Consolidated silver equivalent ounces sold 17,561,045
All-in sustaining costs per silver equivalent ounce $ 15.56
Consolidated silver equivalent ounces sold (average spot) 20,438,295
All-in sustaining costs per average spot silver equivalent ounce $ 13.37

(1) Excludes development capital for Jualin, Guadalupe, Independencia and Rochester crushing capacity expansion.

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Reconciliation of All-in Sustaining Costs per Silver Equivalent Ounce for Revised 2017 Guidance

In thousands except per ounce amounts Silver — Palmarejo Rochester San Bartolomé Endeavor Total Silver Gold — Kensington Wharf Total Gold Total Combined
Costs applicable to sales, including amortization (U.S. GAAP) $ 228,500 $ 113,550 $ 92,300 $ 1,038 $ 435,388 $ 136,600 $ 82,200 $ 218,800 $ 654,188
Amortization 76,500 22,550 8,300 281 107,631 29,100 13,200 42,300 149,931
Costs applicable to sales $ 152,000 $ 91,000 $ 84,000 $ 757 $ 327,757 $ 107,500 $ 69,000 $ 176,500 $ 504,257
Silver equivalent ounces sold 14,900,000 7,800,000 5,200,000 105,000 28,005,000 41,505,000
Gold equivalent ounces sold 130,000 95,000 225,000
Costs applicable to sales per ounce guidance $10.00 - $10.50 $11.50 - $12.00 $15.75 - $16.25 $800 - $850 $700 - $750
Costs applicable to sales $ 504,257
Treatment and refining costs 4,500
Sustaining capital, including capital lease payments 77,000
General and administrative 30,000
Exploration 30,000
Reclamation 15,000
Project/pre-development costs 6,000
All-in sustaining costs $ 666,757
Silver equivalent ounces sold 28,005,000
Kensington and Wharf silver equivalent ounces sold 13,500,000
Consolidated silver equivalent ounces sold 41,505,000
All-in sustaining costs per silver equivalent ounce guidance $15.75 - $16.25

Reconciliation of All-in Sustaining Costs per Silver Equivalent Ounce for Previous 2017 Guidance

In thousands except per ounce amounts Silver — Palmarejo Rochester San Bartolomé Endeavor Total Silver Gold — Kensington Wharf Total Gold Total Combined
Costs applicable to sales, including amortization (U.S. GAAP) $ 211,000 $ 108,380 $ 102,000 $ 3,750 $ 425,130 $ 130,500 $ 83,800 $ 214,300 $ 639,430
Amortization 69,200 19,860 18,500 107,560 29,100 11,500 40,600 148,160
Costs applicable to sales $ 141,800 $ 88,520 $ 83,500 $ 3,750 $ 317,570 $ 101,400 $ 72,300 $ 173,700 $ 491,270
Silver equivalent ounces sold 14,000,000 7,680,000 5,900,000 380,000 27,960,000 40,800,000
Gold equivalent ounces sold 124,000 90,000 214,000
Costs applicable to sales per ounce guidance $10.00 - $10.50 $11.50 - $12.00 $14.00 - $14.50 $800 - $850 $775 - $825
Costs applicable to sales $ 491,270
Treatment and refining costs 4,300
Sustaining capital, including capital lease payments 82,000
General and administrative 30,000
Exploration 30,000
Reclamation 14,000
Project/pre-development costs 5,700
All-in sustaining costs $ 657,270
Silver equivalent ounces sold 27,960,000
Kensington and Wharf silver equivalent ounces sold 12,840,000
Consolidated silver equivalent ounces sold 40,800,000
All-in sustaining costs per silver equivalent ounce guidance $15.75 - $16.25

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Cautionary Statement Concerning Forward-Looking Statements

This report contains numerous forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to the Company’s gold and silver mining business, including statements regarding strategies to produce long-term cash flow, provide opportunities for growth through continued exploration, generate superior and sustainable returns for stockholders, maximize net cash flow, reduce operating and non-operating costs, demonstrate consistent capital discipline, efficiently manage working capital, and statements regarding tax positions, anticipated production, costs and expenses, the anticipated closing of the sale of the Endeavor silver stream, drought conditions in Bolivia, efforts to mitigate risks associated with gold and silver price and foreign currency fluctuations and the adequacy of liquidity and capital resources. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words. Actual results could differ materially from those projected in the forward-looking statements. The factors that could cause actual results to differ materially from those projected in the forward-looking statements include (i) the risk factors set forth in the “Risk Factors” section of the 2016 10-K and in this Report, and the risks and uncertainties discussed in this MD&A, (ii) the risk that the sale of the Endeavor silver stream does not close on a timely basis or at all, (iii) the 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), (iv) changes in the market prices of gold and silver and a sustained lower price environment, including any resulting impact on cash flows, (v) the uncertainties inherent in the Company’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, ground conditions and grade variability, (vi) any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties), (vii) the uncertainties inherent in the estimation of gold and silver reserves and mineralized material, (viii) changes that could result from the Company’s future acquisition of new mining properties or businesses, (ix) the loss of access to any third-party smelter to which the Company markets silver and gold, (x) the effects of environmental and other governmental regulations, (xi) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, (xii) the political risks and uncertainties associated with operations in Bolivia; and (xiii) the Company’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt. 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to various market risks as a part of its operations and engages in risk management strategies to mitigate these risks. The Company continually evaluates the potential benefits of engaging in these strategies based on current market conditions. The Company does not actively engage in the practice of trading derivative instruments for profit. Additional information about the Company’s derivative financial instruments may be found in Note 11 -- Derivative Financial Instruments in the notes to the condensed consolidated financial statements. This discussion of the Company’s market risk assessments contains “forward looking statements”. For additional information regarding forward-looking statements and risks and uncertainties that could impact the Company, please refer to Item 2 of this Report - Cautionary Statement Concerning Forward-Looking Statements. Actual results and actions could differ materially from those discussed below.

Gold and Silver Price

Gold and silver prices may fluctuate widely due to numerous factors, such as U.S. dollar strength or weakness, demand, investor sentiment, inflation or deflation, and global mine production. The Company’s profitability and cash flow may be significantly impacted by changes in the market price of gold and silver.

Gold and Silver Hedging

To mitigate the risks associated with gold and silver price fluctuations, the Company may enter into option contracts to hedge future production. The Company had no outstanding gold and silver option contracts at June 30, 2017 .

Provisional Silver and Gold Sales

The Company enters into sales contracts with third-party smelters and refiners which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract. Depending on the difference between the price at the time of sale and the final settlement price, embedded derivatives are recorded as either a derivative asset or liability. The embedded derivatives do not qualify for hedge accounting and, as a result, are marked to the market gold and silver price at the end of each period from the provisional sale date to the date of final settlement. The mark-to-market gains and losses are recorded in earnings. Changes in silver and gold prices resulted in provisional pricing mark-to-market losses of $0.8 million and gains of $0.6 million in the three and six months ended June 30, 2016, respectively, compared to gains of $0.6 million and $1.2 million in the three and six months ended June 30, 2016, respectively.

At June 30, 2017 , the Company had outstanding provisionally priced sales of 0.1 million ounces of silver and 32,602 ounces of gold at prices of $16.85 and $1,263 , respectively. A 10% change in realized silver price would cause revenue to vary by $0.2 million and a 10% change in realized gold price would cause revenue to vary by $4.1 million.

Foreign Currency

The Company operates, or has mineral interests, in several foreign countries including Australia, Bolivia, Chile, Mexico, Argentina, Ecuador, and New Zealand, which exposes it to foreign currency exchange rate risks. Foreign currency exchange rates are influenced by world market factors beyond the Company’s control such as supply and demand for U.S. and foreign currencies and related monetary and fiscal policies. Fluctuations in local currency exchange rates in relation to the U.S. dollar may significantly impact profitability and cash flow.

Foreign Exchange Hedging

To manage foreign currency risk, the Company may enter into foreign exchange forward and/or option contracts when the Company believes such contracts would be beneficial. The Company had no outstanding foreign exchange contracts at June 30, 2017 .

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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, as amended (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) Management’s Report on 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 three months ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 19 -- Commitments and Contingencies in the notes to the Consolidated Financial Statements included herein.

Item 1A. Risk Factors

Item 1A - Risk Factors of the 2016 10-K 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 have been supplemented and updated in this Form 10-Q. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair our business operations.

The Company’s estimates of future production, costs, and financial results are imprecise, depend upon subjective factors, may not be realized in actual production and such estimates speak only as of their respective dates.

The Company has in the past, and may in the future, provide estimates and projections of its future production, costs and financial results. Any such information is forward-looking. Neither the Company’s independent registered public accounting firm nor any other independent expert or outside party compiles or examines these forward-looking statements and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto. These forward-looking statements are prepared by the Company’s management and technical personnel and are qualified by, and subject to, the assumptions and the other information contained or referred to in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralized material, the Company’s costs of production, the market prices of silver and gold, the Company’s ability to sustain and increase production levels, the sufficiency of its infrastructure, the performance of its personnel and equipment, its ability to maintain and obtain mining interests and permits, the state of government and community relations, and its compliance with existing and future laws and regulations. The Company sometimes states possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. Actual results and experience may differ materially from these assumptions. Any such production, cost, or financial results estimates speak only as of the date on which they are made, and the Company disclaims any intent or obligation to update such estimates, whether as a result of new information, future events or otherwise. Accordingly, these forward-looking statements should be considered in the context in which they are made and undue reliance should not be placed on them.

The Company’s future operating performance may not generate cash flows sufficient to meet debt payment obligations.

As of June 30, 2017, the Company had approximately $284.8 million of outstanding indebtedness. The Company’s ability to make scheduled debt payments on outstanding indebtedness will depend on future results of operations and cash flows. The

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Company’s results of operations and cash flows, in part, are subject to economic factors beyond its control, including the market prices of silver and gold. The Company may not be able to generate enough cash flow to meet obligations and commitments under outstanding debt instruments. If the Company cannot generate sufficient cash flow from operations to service debt, it may need to further refinance debt, dispose of assets or issue equity to obtain the necessary funds.

If the Company’s cash flows and capital resources are insufficient to fund its debt services obligations, the Company could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness. The Company cannot predict whether it would be able to refinance debt, issue equity or dispose of assets to raise funds on a timely basis or on satisfactory terms. In a rising interest rate environment, the costs of borrowing additional funds or refinancing outstanding indebtedness would also be expected to increase. The agreements governing the Company’s outstanding indebtedness restrict the Company’s ability to dispose of assets and use the proceeds from those dispositions and may also restrict its ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. The Company may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. If the Company raises additional funds by issuing equity securities or securities convertible into equity securities, holders of its common stock could experience significant dilution of their ownership interest, and these securities could have rights senior to those of the holders of common stock.

The terms of the Company’s debt impose restrictions on its operations.

The agreements governing the Company’s outstanding indebtedness include a number of significant negative covenants. These covenants, among other things:

• limit the Company’s ability to obtain additional financing, repurchase outstanding equity or issue debt securities;

• require a portion of the Company’s cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

• limit the Company’s ability to sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting our subsidiaries’ ability to pay dividends, consolidate, amalgamate, merger or sell all or substantially all of the Company’s assets;

• increase our vulnerability to general adverse economic and industry conditions;

• limit the Company’s flexibility in planning for and reacting to changes in the industry in which we compete; and

• place the Company at a disadvantage compared to other, less leveraged competitors.

A breach of any of these covenants could result in an event of default under the applicable agreement governing the Company’s outstanding indebtedness that, if not cured or waived, could cause all amounts outstanding with respect to the debt to be due and payable immediately. Acceleration of any debt could result in cross-defaults under the Company’s other debt instruments. The Company’s assets and cash flow may be insufficient to repay borrowings fully under all of its outstanding debt instruments if any of its debt instruments are accelerated upon an event of default, which could force the Company into bankruptcy or liquidation.

Item 4. Mine Safety Disclosures

Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-Q.

Item 5. Other Information

In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy, the transactions listed below were entered into by certain executive officers of the Company for diversification purposes. After giving effect to the transactions, each such executive officer would remain in compliance with the Company's executive stock ownership guidelines.

• Peter C. Mitchell, the Company’s Senior Vice President and Chief Financial Officer, entered into a selling plan effective May 4, 2017. Under the selling plan, between August 31, 2017 and May 27, 2018, Mr. Mitchell will sell a total of 40,000 shares of the Company’s common stock so long as the market price of the common stock is higher than a minimum threshold price specified in the plan.

• Frank L. Hanagarne, Jr., the Company’s Senior Vice President and Chief Operating Officer, entered into a selling plan effective June 7, 2017. Under the selling plan, between July 28, 2017 and June 30, 2018, Mr. Hanagarne will sell a total

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of 50,061 shares of the Company’s common stock so long as the market price of the common stock is higher than a minimum threshold price specified in the plan.

• Casey M. Nault, the Company’s Senior Vice President, General Counsel & Secretary, cancelled his previously reported selling plan effective March 6, 2017 and entered into a new selling plan effective June 12, 2017. Under the new selling plan, between July 28, 2017 and December 12, 2017, Mr. Nault will sell a total of 60,000 shares of the Company’s common stock so long as the market price of the common stock is higher than a minimum threshold price specified in the plan.

Rule 10b5-1 permits an insider to implement a written prearranged trading plan entered into at a time when the insider is not aware of any material nonpublic information about the Company and allows the insider to trade on a one-time or regularly scheduled basis regardless of any material nonpublic information about the Company thereafter received by the insider.

On June 1, 2017, Coeur Alaska, Inc., a wholly-owned subsidiary of the Company and the operator of the Kensington mine, received an imminent danger order under section 107(a) of the Federal Mine Safety and Health Act of 1977, in response to anonymous allegations made to the Mine Safety and Health Administration. Following an investigation, the government determined no violation under 107(a) occurred and, accordingly, the order was vacated on June 26, 2017.

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Item 6. Exhibits

4.1 Indenture, dated May 31, 2017, among Coeur Mining, Inc., as issuer, certain subsidiaries of Coeur Mining, Inc., as guarantors thereto, and The Bank of New York Mellon, as trustee (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 31, 2017 (File No. 001-08641)).
4.2 Registration Rights Agreement, dated May 31, 2017, among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., and Goldman Sachs & Co. LLC (Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 31, 2017 (File No. 001-08641)).
31.1 Certification of the CEO (Filed herewith).
31.2 Certification of the CFO (Filed herewith).
32.1 CEO Section 1350 Certification (Filed herewith).
32.2 CFO Section 1350 Certification (Filed herewith).
95.1 Mine Safety Disclosure (Filed herewith).
101.INS XBRL Instance Document**
101.SCH XBRL Taxonomy Extension Schema**
101.CAL XBRL Taxonomy Extension Calculation Linkbase**
101.DEF XBRL Taxonomy Extension Definition Linkbase**
101.LAB XBRL Taxonomy Extension Label Linkbase**
101.PRE XBRL Taxonomy Extension Presentation Linkbase**
  • Management contract or compensatory plan or arrangement.

** The following financial information from Coeur Mining, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Statements of Cash Flows, Condensed Consolidated Balance Sheets, and Condensed Consolidated Statement of Changes in Stockholders’ Equity.

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 July 26, 2017 /s/ Mitchell J. Krebs
MITCHELL J. KREBS
President and Chief Executive Officer (Principal Executive Officer)
Dated July 26, 2017 /s/ Peter C. Mitchell
PETER C. MITCHELL
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Dated July 26, 2017 /s/ Mark Spurbeck
MARK SPURBECK
Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)

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