Alliance Holdings GP (AHGP) 10-Q 6 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 06, 2015
Document and Entity Information
Entity Registrant Name	Alliance Holdings GP, L.P.
Entity Central Index Key	1,344,980
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Units Outstanding		59,863,000
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015		Dec. 31, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 40,538		$ 28,274
Trade receivables	171,402		184,187
Other receivables	628		1,025
Due from affiliates	30		7,107
Inventories	123,608		83,155
Advance royalties	7,663		9,416
Prepaid expenses and other assets	17,875		31,362
Total current assets	361,744		344,526
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost	3,215,566		2,815,620
Less accumulated depreciation, depletion and amortization	(1,336,176)		(1,150,414)
Total property, plant and equipment, net	1,879,390		1,665,206
OTHER ASSETS:
Advance royalties	26,887		15,895
Due from affiliate			11,047
Equity investments in affiliates	48,034		224,611
Goodwill (Note 4)	161,985
Other long-term assets	32,009		27,470
Total other assets	268,915		279,023
TOTAL ASSETS	2,510,049	[1]	2,288,755
CURRENT LIABILITIES:
Accounts payable	100,881		86,277
Due to affiliates	170		370
Accrued taxes other than income taxes	21,073		19,461
Accrued payroll and related expenses	47,514		57,656
Accrued interest	3,330		318
Workers' compensation and pneumoconiosis benefits	8,893		8,868
Current capital lease obligations	1,333		1,305
Other current liabilities	27,003		17,109
Current maturities, long-term debt	142,159		230,000
Total current liabilities	352,356		421,364
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities	810,889		591,250
Pneumoconiosis benefits	58,858		55,278
Accrued pension benefit	38,566		40,105
Workers' compensation	49,084		49,797
Asset retirement obligations	107,820		91,085
Long-term capital lease obligations	14,602		15,624
Other liabilities	22,453		5,978
Total long-term liabilities	1,102,272		849,117
Total liabilities	$ 1,454,628		$ 1,270,481
COMMITMENTS AND CONTINGENCIES
Alliance Holdings GP, L.P. ("AHGP") Partners' Capital:
Limited Partners - Common Unitholders 59,863,000 units outstanding	$ 594,438		$ 580,234
Accumulated other comprehensive loss	(14,493)		(15,456)
Total AHGP Partners' Capital	579,945		564,778
Noncontrolling interests	475,476		453,496
Total Partners' Capital	1,055,421		1,018,274
TOTAL LIABILITIES AND PARTNERS' CAPITAL	$ 2,510,049		$ 2,288,755
[1]	Total assets for Other and Corporate include investments in affiliate of $48.0 million at September 30, 2015. Total assets for the Illinois Basin segment and Other and Corporate include investments in affiliates of $200.1 million and $1.5 million, respectively, at September 30, 2014.

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Sep. 30, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED BALANCE SHEETS
Limited Partners, Common Unitholders units outstanding	59,863,000	59,863,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
SALES AND OPERATING REVENUES:
Coal sales		$ 547,466	$ 548,357	$ 1,632,493	$ 1,649,093
Transportation revenues		9,395	6,001	24,323	17,816
Other sales and operating revenues		9,481	14,872	74,445	42,719
Total revenues	[1]	566,342	569,230	1,731,261	1,709,628
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)		336,527	349,170	1,045,954	1,024,305
Transportation expenses		9,395	6,001	24,323	17,816
Outside coal purchases		2	3	326	7
General and administrative		18,356	19,185	53,659	57,352
Depreciation, depletion and amortization		84,661	69,646	242,730	203,539
Asset impairment charge		10,695		10,695
Total operating expenses		459,636	444,005	1,377,687	1,303,019
INCOME FROM OPERATIONS		106,706	125,225	353,574	406,609
Interest expense (net of interest capitalized for the three months ended September 30, 2015 of $152 and the nine months ended September 30, 2015 and 2014 of $518 and $833, respectively)		(7,352)	(8,584)	(23,626)	(25,395)
Interest income		286	432	1,422	1,238
Equity in (loss) income of affiliates, net		(17,221)	68	(49,049)	(13,546)
Other income		455	549	750	1,178
INCOME BEFORE INCOME TAXES		82,874	117,690	283,071	370,084
INCOME TAX EXPENSE		12		18
NET INCOME		82,862	117,690	283,053	370,084
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(26,765)	(49,141)	(100,476)	(156,741)
NET INCOME ATTRIBUTABLE TO ALLIANCE HOLDINGS GP, L.P. ("NET INCOME OF AHGP")		$ 56,097	$ 68,549	$ 182,577	$ 213,343
BASIC AND DILUTED NET INCOME OF AHGP PER LIMITED PARTNER UNIT (in dollars per unit)		$ 0.94	$ 1.15	$ 3.05	$ 3.56
DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT (in dollars per unit)		$ 0.9600	$ 0.8700	$ 2.8125	$ 2.545
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING - BASIC AND DILUTED (in units)		59,863,000	59,863,000	59,863,000	59,863,000
[1]	Revenues included in the Other and Corporate column are primarily attributable to the Matrix Group revenues, Mt. Vernon transloading revenues, MAC revenues, Wildcat Insurance revenues and brokerage coal sales.

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Interest expense, interest capitalized	$ 152	$ 518	$ 833

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Net income, As reported		$ 82,862	$ 117,690	$ 283,053	$ 370,084
OTHER COMPREHENSIVE INCOME /(LOSS):
Total recognized in accumulated other comprehensive income/(loss)		726	(70)	2,178	(209)
COMPREHENSIVE INCOME		83,588	117,620	285,231	369,875
Less: Comprehensive income attributable to noncontrolling interests		(27,178)	(49,102)	(101,691)	(156,615)
COMPREHENSIVE INCOME ATTRIBUTABLE TO AHGP		56,410	68,518	183,540	213,260
Pension Plan
OTHER COMPREHENSIVE INCOME /(LOSS):
Amortization of net actuarial (gain) loss	[1]	839	193	2,516	580
Total recognized in accumulated other comprehensive income/(loss)		839	193	2,516	580
Pneumoconiosis benefits
OTHER COMPREHENSIVE INCOME /(LOSS):
Amortization of net actuarial (gain) loss	[1]	(113)	(263)	(338)	(789)
Total recognized in accumulated other comprehensive income/(loss)		$ (113)	$ (263)	$ (338)	$ (789)
[1]	Amortization of net actuarial (gain)/loss is included in the computation of net periodic benefit cost (see Notes 10 and 12 for additional details).

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	$ 527,210	$ 582,900
Property, plant and equipment:
Capital expenditures	(159,182)	(233,659)
Changes in accounts payable and accrued liabilities	(3,093)	145
Proceeds from sale of property, plant and equipment	1,519	272
Proceeds from insurance settlement for property, plant and equipment		4,512
Purchases of equity investments in affiliates	(47,624)	(85,250)
Payments for acquisitions of businesses, net of cash acquired (Note 4)	(74,953)
Payments to affiliate for acquisition and development of coal reserves		(1,401)
Advances/loans to affiliate	(7,300)
Other	1,807
Net cash used in investing activities	(288,826)	(315,381)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under securitization facility	6,500
Payments under securitization facility	(6,500)
Payments on term loans	(20,319)	(12,500)
Borrowings under revolving credit facilities	463,000	221,800
Payments under revolving credit facilities	(200,000)	(301,800)
Payment on long-term debt	(205,000)	(18,000)
Payments on capital lease obligations	(994)	(1,113)
Contribution to consolidated company from affiliate noncontrolling interest	1,483
Net settlement of employee withholding taxes on vesting of ARLP Long-Term Incentive Plan	(2,719)	(2,991)
Distributions paid by consolidated partnership to noncontrolling interests	(87,623)	(80,484)
Distributions paid to Partners	(168,365)	(152,352)
Other	(5,583)
Net cash used in financing activities	(226,120)	(347,440)
NET CHANGE IN CASH AND CASH EQUIVALENTS	12,264	(79,921)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	28,274	98,375
CASH AND CASH EQUIVALENTS AT END OF PERIOD	40,538	18,454
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	20,164	20,381
Cash paid for income taxes	14
NON-CASH INVESTING AND FINANCING ACTIVITY:
Accounts payable for purchase of property, plant and equipment	12,561	18,069
Market value of ARLP common units issued under ARLP's Long-Term Incentive and Directors Deferred Compensation Plans before minimum statutory tax withholding requirements	7,389	8,417
Acquisition of business:
Fair value of assets assumed	273,196
Cash paid	(74,953)
Fair value of liabilities assumed	$ 198,243
Disposition of property, plant and equipment:
Net change in assets		846
Book value of liabilities transferred		(5,246)
Gain recognized		$ (4,400)

ORGANIZATION AND PRESENTATION

ORGANIZATION AND PRESENTATION	9 Months Ended
	Sep. 30, 2015
ORGANIZATION AND PRESENTATION
ORGANIZATION AND PRESENTATION	1. ORGANIZATION AND PRESENTATION Significant Relationships Referenced in Notes to Condensed Consolidated Financial Statements  References to “we,” “us,” “our” or “AHGP” mean Alliance Holdings GP, L.P., individually as the parent company, and not on a consolidated basis.  References to “AHGP Partnership” mean the business and operations of Alliance Holdings GP, L.P., the parent company, as well as its consolidated subsidiaries, which include Alliance Resource Management GP, LLC and Alliance Resource Partners, L.P. and its consolidated subsidiaries.  References to “AGP” mean Alliance GP, LLC, the general partner of Alliance Holdings GP, L.P.  References to “ARLP Partnership” mean the business and operations of Alliance Resource Partners, L.P., the parent company, as well as its consolidated subsidiaries.  References to “ARLP” mean Alliance Resource Partners, L.P., individually as the parent company, and not on a consolidated basis.  References to “MGP” mean Alliance Resource Management GP, LLC, the managing general partner of Alliance Resource Partners, L.P.  References to “SGP” mean Alliance Resource GP, LLC, the special general partner of Alliance Resource Partners, L.P.  References to “Intermediate Partnership” mean Alliance Resource Operating Partners, L.P., the intermediate partnership of Alliance Resource Partners, L.P.  References to “Alliance Coal” mean Alliance Coal, LLC, the holding company for the substantial majority of the operations of Alliance Resource Operating Partners, L.P. Organization and Formation We are a Delaware limited partnership listed on the NASDAQ Global Select Market under the ticker symbol “AHGP.” We own directly and indirectly 100% of the members’ interest in MGP, ARLP’s managing general partner. The ARLP Partnership is a diversified producer and marketer of coal to major United States (“U.S.”) utilities and industrial users. ARLP conducts substantially all of its business through its wholly-owned subsidiary, the Intermediate Partnership. ARLP and the Intermediate Partnership were formed in May 1999, to acquire upon completion of ARLP’s initial public offering on August 19, 1999, certain coal production and marketing assets of Alliance Resource Holdings, Inc. (“ARH”), a Delaware corporation. We and ARH, through its wholly-owned subsidiary, SGP, maintain general partner interests in ARLP and the Intermediate Partnership. ARH is owned by Joseph W. Craft III, the Chairman, President and Chief Executive Officer of AGP as well as the President and Chief Executive Officer and a Director of MGP, and Kathleen S. Craft. SGP, a Delaware limited liability company, is owned by ARH and holds a 0.01% general partner interest in each of ARLP and the Intermediate Partnership. We are owned 100% by limited partners. Our general partner, AGP, has a non-economic interest in us and is owned by Mr. Craft. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts and operations of the AHGP Partnership and present our financial position as of September 30, 2015 and December 31, 2014, the results of our operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014 and the cash flows for the nine months ended September 30, 2015 and 2014. All of our intercompany transactions and accounts have been eliminated. Net income attributable to Alliance Holdings GP, L.P. from within our accompanying condensed consolidated financial statements will be described as “Net Income of AHGP.” Since we own MGP, our condensed consolidated financial statements reflect the consolidated results of the ARLP Partnership. The earnings of the ARLP Partnership allocated to its limited partners’ interests not owned by us and allocated to SGP’s general partner interest in ARLP are reflected as net income attributable to noncontrolling interest on our condensed consolidated statements of income and as noncontrolling interest on our condensed consolidated balance sheets. Our consolidated financial statements do not differ materially from those of the ARLP Partnership. The differences between our financial statements and those of the ARLP Partnership are primarily attributable to (a) amounts reported as noncontrolling interests and (b) additional general and administrative costs and taxes attributable to us. The additional general and administrative costs principally consist of costs incurred by us as a result of being a publicly traded partnership, amounts billed by, and reimbursed to, Alliance Coal under an administrative services agreement and amounts billed by, and reimbursed to, AGP under our partnership agreement. These condensed consolidated financial statements and notes are unaudited. However, in the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year ending December 31, 2015. These condensed consolidated financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and do not include all of the information normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States (“U.S”). These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. On June 16, 2014, the ARLP Partnership completed a two-for-one split of its common units, whereby holders of record as of May 30, 2014 received a one unit distribution on each unit outstanding on that date. The unit split resulted in the issuance of 37,030,317 ARLP common units. Accordingly, AHGP received an additional 15,544,169 ARLP common units, which brought its total ownership to 31,088,338 ARLP common units. All references to the number of ARLP units and distribution amounts included in this report have been adjusted to give effect for this unit split for all periods presented. Provisions of ARLP’s partnership agreement affecting ARLP’s incentive distribution rights that we own have been amended to reflect the unit split. Use of Estimates The preparation of AHGP Partnership’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in our condensed consolidated financial statements. Actual results could differ from those estimates. Goodwill Goodwill is not amortized, but is subject to an annual review on November 30, 2015, or at other dates if events or changes in circumstances indicate that the carrying value of goodwill may be impaired. The reporting unit or units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed or operated. A reporting unit is an operating segment or a component that is one level below an operating segment. There were no impairments of goodwill during the three and nine month periods ended September 30, 2015.

NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS	9 Months Ended
	Sep. 30, 2015
NEW ACCOUNTING STANDARDS
NEW ACCOUNTING STANDARDS	2. NEW ACCOUNTING STANDARDS New Accounting Standard Issued and Adopted In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). ASU 2014-08 changes the requirements for reporting discontinued operations in Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements , by updating the criteria for determining which disposals can be presented as discontinued operations and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of discontinued operations. ASU 2014-08 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The adoption of ASU 2014-08 did not have a material impact on our condensed consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires that an acquirer within a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 with early adoption permitted and shall be applied prospectively after adoption. We elected to early adopt the standard in September 2015. The adoption of ASU 2015-16 did not have a material impact on our condensed consolidated financial statements. New Accounting Standards Issued and Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a new revenue recognition standard that provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the new standard is an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. ASU 2014-09 was originally effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date , which defers the effective date by one year while providing the option to early adopt the standard on the original effective date. We are currently evaluating the effect of adopting ASU 2014-09. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early adoption permitted. We do not anticipate the adoption of ASU 2014-15 will have a material impact on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Consolidation (“ASU 2015-02”). ASU 2015-02 changes the requirements and analysis required when determining the reporting entity’s need to consolidate an entity, including modifying the evaluation of limited partnership variable interest status, presumption that a general partner should consolidate a limited partnership and the consolidation criterion applied by a reporting entity involved with variable interest entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and shall be applied retrospectively to each period presented. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2015-02. In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (“ASU 2015-03”). ASU 2015-03 changes the classification and presentation of debt issuance costs by requiring debt issuance costs to be reported as a direct deduction from the face amount of the debt liability rather than an asset. Amortization of the costs is reported as interest expense. The amendment does not affect the current guidance on the recognition and measurement of debt issuance costs. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and shall be applied retrospectively to each period presented. We do not anticipate the adoption of ASU 2015-03 will have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-06, Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (“ASU 2015-06”). ASU 2015-06 specifies that for purposes of calculating historical earnings per unit under the two-class method, the earnings of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. Earnings per unit of the limited partners would not change as a result of the dropdown transaction. ASU 2015-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and shall be applied retrospectively to each period presented. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2015-06.

CONTINGENCIES

CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
CONTINGENCIES
CONTINGENCIES	3. CONTINGENCIES We are not engaged in any material litigation. The ARLP Partnership is involved in various lawsuits, claims and regulatory proceedings incidental to its business. The ARLP Partnership records accruals for potential losses related to these matters when, in management’s opinion, such losses are probable and reasonably estimable. Based on known facts and circumstances, the ARLP Partnership believes the ultimate outcome of these outstanding lawsuits, claims and regulatory proceedings will not have a material adverse effect on its financial condition, results of operations or liquidity. However, if the results of these matters were different from management’s current opinion and in amounts greater than the ARLP Partnership’s accruals, then they could have a material adverse effect.

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2015
ACQUISITIONS
ACQUISITIONS	4. ACQUISITIONS White Oak Resources On July 31, 2015 (the “Hamilton Acquisition Date”) the ARLP Partnership’s subsidiary, Alliance WOR Processing, LLC (now known as Hamilton County Coal, LLC, or “Hamilton”) acquired the remaining Series A and B Units, representing 60% of the voting interests of White Oak Resources LLC (“White Oak”), from White Oak Finance Inc. and other parties (the “Sellers”) for total fair value consideration of $287.3 million (the “Hamilton Acquisition”), consisting of the following: (in thousands) Cash on hand $ Contingent consideration Settlement of pre-existing relationships Previously held equity-method investment Total consideration $ The ARLP Partnership now owns 100% of the interests in White Oak and has assumed operating control of the White Oak Mine No. 1 (now known as Hamilton Mine No. 1), an underground longwall mining operation located in Hamilton County, Illinois. The Hamilton Acquisition is consistent with the ARLP Partnership’s general business strategy and a strategic complement to its current coal mining operations. The ARLP Partnership expects to achieve synergies and cost reductions by using its other owned facilities and reserves, as well as utilizing its centralized marketing, operations and administrative functions. The contingent consideration is payable to the Sellers to the extent Hamilton’s quarterly average coal sales price exceeds a specified amount on future sales. Amounts payable under the contingent consideration arrangement are subject to a defined maximum of $110.0 million reduced for any payments that the ARLP Partnership makes under an overriding royalty agreement between White Oak and certain of the Sellers relating to undeveloped mineral interests controlled by White Oak. The fair value of the contingent consideration arrangement at the Hamilton Acquisition Date was $14.3 million. The ARLP Partnership estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model. The assumptions used in the model included a risk-adjusted discount rate, forward coal sales price curves, and probabilities of meeting certain threshold prices. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 fair value measurement. As of September 30, 2015, there were no significant changes in the range of outcomes for the contingent consideration recognized as a result of the Hamilton Acquisition. The ARLP Partnership is in the process of performing their valuation of its previously held equity method investment, the ARLP Partnership’s pre-existing relationships, the contingent consideration, and the acquired assets and liabilities. Given the recent date of the acquisition and the number of valuations the ARLP Partnership needs to complete, the ARLP Partnership has not finalized the valuations and therefore has recorded the acquisition using its best estimates of the fair value of the various measurements based on preliminary information. As they finalize the various valuations and the ARLP Partnership completes its review of those valuations in subsequent periods, it is possible that certain amounts related to this transaction could result in measurement period adjustments which would be recorded in those subsequent periods. As a result, the ARLP Partnership considers its accounting of the Hamilton Acquisition to be preliminary pending completion of the valuations. Prior to the Hamilton Acquisition Date, the ARLP Partnership accounted for its 40% interest in White Oak as an equity-method investment. The acquisition date fair value of the previous equity interest was $103.3 million and is included in the measurement of the consideration transferred. The ARLP Partnership re-measured its equity investment immediately prior to the Hamilton Acquisition using a discounted cash flow model. The assumptions used in the determination of the fair value include projected financial information, forward coal price curves, and a risk adjusted discount rate. The assumptions used in this fair value measurement are not observable in the market and therefore represent a Level 3 fair value measurement. In connection with the Hamilton Acquisition, the ARLP Partnership settled its pre-existing relationships with White Oak which included existing account balances of $49.6 million and contractual agreements comprised of coal leases, a coal handling and preparation agreement, a coal supply agreement, a marketing and transportation agreement and certain debt agreements. As a result of settling the existing account balances between White Oak and the ARLP Partnership, as well as the recognition of net gains associated with the above-market components of its pre-existing contractual relationships, the ARLP Partnership included $119.7 million in the measurement of consideration transferred. As part of the ARLP Partnership’s settlement of these agreements, it considered the rates at which a market participant would enter into these agreements and recognized gains for the above-market rates and losses for the below-market rates contained in the various agreements. The ARLP Partnership developed a discounted cash flow model to determine the fair value of each of these agreements at market rates and compared the valuations to similar models using the contractual rates of the agreements to determine its gains or losses. The assumptions used in these valuation models include processing rates, royalty rates, transportation rates, marketing rates, forward coal price curves, current interest rates, projected financial information and risk-adjusted discount rates. These fair value measurements were based on the previously discussed assumptions which are not observable in the market and therefore represent Level 3 fair value measurements. As a result of the ARLP Partnership’s re-measurement of it’s equity investment, it recognized a loss which was completely offset by an overall gain related to the above-market rates associated with its pre-existing relationships. The following table summarizes the preliminary fair value allocation of assets acquired and liabilities assumed at the Hamilton Acquisition Date: Preliminary as of September 30, 2015 (in thousands) Cash and cash equivalents $ Trade receivables Prepaid expenses Inventories Other current assets Property, plant and equipment Advance royalties Deposits Other assets Total identifiable assets acquired Accounts payable Accrued expenses Deferred revenue Current maturities, long-term debt Long-term debt, excluding current maturities Other long-term liabilities Asset retirement obligations Total liabilities assumed Net identifiable assets acquired $ Goodwill Net assets acquired $ The goodwill recognized is attributable to expected synergies primarily consisting of being able to utilize the ARLP Partnership’s previously owned coal handling and preparation plant rather than incurring external fees, the reduction of royalties associated with reserves being leased from the ARLP Partnership by Hamilton, and the use of its centralized marketing, operations and administrative functions. Allocation of the goodwill to its reporting units has not been completed, however, it is expected to be allocated to applicable reporting units within the Illinois Basin segment. As of September 30, 2015, there were no changes in the recognized amounts of goodwill resulting from the Hamilton Acquisition. The amounts of revenue and earnings of Hamilton included in our condensed consolidated statements of income from the acquisition date to the period ending September 30, 2015 are as follows: (in thousands) Revenue $ Net income The following represents the pro forma condensed consolidated income statement as if Hamilton had been included in our consolidated results since January 1, 2014. These amounts have been calculated after applying the ARLP Partnership’s accounting. Additionally, our results have been adjusted to remove the effect of the ARLP Partnership’s equity investment in White Oak and the preexisting relationships that it had in White Oak. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Total revenues As reported $ $ $ $ Pro forma Net income As reported $ $ $ $ Pro forma Patriot Coal Corporation On December 31, 2014 (the “Initial Closing Date”), the ARLP Partnership entered into asset purchase agreements with Patriot Coal Corporation (“Patriot”) regarding certain assets relating to two of Patriot’s western Kentucky mining operations, including certain coal sales agreements, unassigned coal reserves and underground mining equipment and infrastructure. Both of the mining operations – the former Dodge Hill and Highland mining operations – were closed by Patriot in late 2014 prior to entering into these asset purchase agreements. Also on December 31, 2014, Patriot affiliates entered into agreements to sell other assets from Highland to a third party. Additional details of the transactions are discussed below. On the Initial Closing Date, the ARLP Partnership’s subsidiary, Alliance Coal acquired the rights to certain coal supply agreements from an affiliate of Patriot for approximately $21.0 million. Of the $21.0 million purchase price, $9.3 million was paid into escrow subject to obtaining certain assignment consents. In February 2015, $7.5 million of the escrowed amount was released to Patriot for a consent received and $1.8 million was returned to Alliance Coal as a result of a consent not received, reducing the purchase price to $19.2 million. The acquired agreements provide for delivery of a total of approximately 5.1 million tons of coal from 2015 through 2017. On February 3, 2015 (the “Acquisition Date”), Alliance Coal and Alliance Resource Properties acquired from Patriot an estimated 84.1 million tons of proven and probable high-sulfur coal reserves in western Kentucky (substantially all of which was leased by Patriot), and substantially all of Dodge Hill’s assets related to its former coal mining operation in western Kentucky, which principally included underground mining equipment and an estimated 43.2 million tons of non-reserve coal deposits (substantially all of which was leased by Dodge Hill). In addition, the ARLP Partnership assumed Dodge Hill’s reclamation liabilities totaling $2.3 million. Also on the Acquisition Date, the Intermediate Partnership’s newly formed subsidiaries, UC Mining, LLC and UC Processing, LLC, acquired certain underground mining equipment and spare parts inventory from Patriot’s former Highland mining operation. The mining and reserve assets acquired from Patriot described above are located in Union and Henderson Counties, Kentucky. The mining equipment, spare parts and underground infrastructure that the ARLP Partnership acquired from Patriot has been and is continuing to be dispersed to the ARLP Partnership’s existing operations in the Illinois Basin region in accordance with their highest and best use. The ARLP Partnership’s purchase price of $19.2 million and $20.5 million paid on the Initial Closing Date and the Acquisition Date, respectively, described above was financed using existing cash on hand. In addition, the ARLP Partnership’s purchase price was increased by $8.3 million, comprising $2.1 million cash paid prior to the Acquisition Date related to the transaction and an agreement to pay approximately $6.2 million additional consideration as discussed below. As the ARLP Partnership has no intentions of operating the former Dodge Hill mining complex as a business and only acquired certain assets of Highland, we believe unaudited pro forma information of revenue and earnings is not meaningful as it relates to the acquisition of Patriot assets described above and furthermore not materially different than revenue and earnings as presented in our condensed consolidated statements of income. The primary ongoing benefit derived from the transaction relates to the coal supply agreements acquired, which would have permitted the sale of 0.8 million tons and 2.4 million tons at average pricing of $46.67 per ton sold during the three and nine months ended September 30, 2014, respectively, based on the contract price and sales volumes, if the ARLP Partnership had owned the contracts during that period. Revenues generated by these contracts since the Initial Closing Date were $29.4 million and $108.7 million, respectively, for the three and nine months ended September 30, 2015. In conjunction with the ARLP Partnership’s acquisitions on the Acquisition Date, WKY CoalPlay, LLC (“WKY CoalPlay”), a related party, acquired approximately 39.1 million tons of proven and probable high-sulfur owned coal reserves located in Henderson and Union Counties, Kentucky from Central States Coal Reserves of Kentucky, LLC (“Central States”), a subsidiary of Patriot, for $25.0 million and in turn leased those reserves to the ARLP Partnership. In February 2015, the ARLP Partnership paid $2.1 million to WKY CoalPlay for the initial annual minimum royalty payment (Note 9). The fair value of the acquired tangible and intangible assets and assumed liabilities are based on discounted cash flow projections and estimated replacement cost valuation techniques. The ARLP Partnership used an estimate of replacement cost based on comparable market prices to value the acquired equipment and utilized discounted cash flows to value intangible assets and reserves. Key assumptions used in the valuations included projections of future cash flows, and estimated weighted-average cost of capital, and internal rates of return. Due to the unobservable nature of these inputs, these estimates are considered Level 3 fair value measurements. The following table summarizes the consideration transferred from the ARLP Partnership to Patriot and the preliminary and final fair value allocation of assets acquired and liabilities assumed as valued at the Acquisition Date, incorporating fair value adjustments made subsequent to the Acquisition Date: Preliminary as of March 31, 2015 Adjustments Final as of September 30, 2015 (in thousands) Consideration transferred $ $ Recognized amounts of net tangible and intangible assets acquired and liabilities assumed: Inventories ) Property, plant and equipment, including mineral rights and leased equipment Customer contracts, net - Other assets ) - Asset retirement obligation - Other liabilities - ) Net tangible and intangible assets acquired $ $ Included in the above consideration transferred is an agreement to pay an additional $6.2 million related to the acquisition, of which $5.6 million was paid as of September 30, 2015. Additionally, a fair value adjustment of $3.1 million to increase liabilities and property, plant and equipment was recorded to reflect the impact of operating leases assumed in the acquisition. Other adjustments to the preliminary fair values resulted from additional information obtained about facts in existence on February 3, 2015. Intangible assets related to coal supply agreements, represented as “Customer contracts, net” in the table above are reflected in the Prepaid expenses and other assets and Other long-term assets line items in our condensed consolidated balance sheets. For the three and nine months ended September 30, 2015, amortization expense for the acquired coal supply agreements of $4.0 million and $10.1 million, respectively, has been recognized based on the weighted-average term of the contracts on a per unit basis. MAC In March 2006, White County Coal, and Alexander J. House entered into a limited liability company agreement to form Mid-America Carbonates, LLC (“MAC”). MAC was formed to engage in the development and operation of a rock dust mill and to manufacture and sell rock dust. White County Coal initially invested $1.0 million in exchange for a 50% equity interest in MAC. The ARLP Partnership’s equity investment in MAC was $1.6 million at December 31, 2014. Effective on January 1, 2015, the ARLP Partnership purchased the remaining 50% equity interest in MAC from Mr. House for $5.5 million cash paid at closing. In conjunction with the acquisition, we recorded $4.2 million of goodwill which is reflected in Other and Corporate in our segment presentation (Note 14) and is included in Goodwill on our condensed consolidated balance sheets.

LONG-LIVED ASSET IMPAIRMENT

LONG-LIVED ASSET IMPAIRMENT	9 Months Ended
	Sep. 30, 2015
LONG-LIVED ASSET IMPAIRMENT
LONG-LIVED ASSET IMPAIRMENT	5. LONG-LIVED ASSET IMPAIRMENT In September 2015, the ARLP Partnership surrendered a lease agreement for certain undeveloped coal reserves and related property in western Kentucky. The ARLP Partnership determined that coal reserves held under this lease agreement were no longer a core part of its foreseeable development plans. As such, the ARLP Partnership surrendered the lease in order to avoid the high holding costs of those reserves. The ARLP Partnership recorded an impairment charge of $10.7 million to its Illinois Basin segment during the quarter ended September 30, 2015 to remove certain assets associated with the lease, including mineral rights, advanced royalties and mining permits.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2015
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	6. FAIR VALUE MEASUREMENTS We measure fair value in accordance with GAAP which defines fair value, requires disclosures about assets and liabilities carried at fair value, and establishes a hierarchal disclosure framework based upon the quality of inputs used to measure fair value. Valuation techniques used in the ARLP Partnership’s fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own market assumptions. These two types of inputs create the following fair value hierarchy: · Level 1 – Quoted prices for identical instruments in active markets. · Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable. · Level 3 – Instruments whose significant value drivers are unobservable. The following table summarizes our recurring fair value measurements within the hierarchy: September 30, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Long-term debt $ - $ $ - $ - $ $ - Contingent consideration - - - - - Total $ - $ $ $ - $ $ - The carrying amounts for cash equivalents, accounts receivable, accounts payable, due from affiliates and due to affiliates approximate fair value because of the short maturity of those instruments. At September 30, 2015 and December 31, 2014, the estimated fair value of the ARLP Partnership’s long-term debt, including current maturities, was approximately $963.8 mi llion and $833.4 million, respectively, based on interest rates that it believes are currently available to it in active markets for issuance of debt with similar terms and remaining maturities (Note 7). The fair value of debt, which is based upon these interest rates, is classified as a Level 2 measurement under the fair value hierarchy. At September 30, 2015, the fair value of the ARLP Partnership’s contingent consideration arrangement related to the Hamilton Acquisition was $14.3 million (Note 4).

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2015
LONG-TERM DEBT
LONG-TERM DEBT	7. LONG-TERM DEBT Long-term debt consists of the following: September 30, 2015 December 31, 2014 (in thousands) ARLP Revolving Credit facility $ $ ARLP Series A senior notes - ARLP Series B senior notes ARLP Term loan ARLP Securitization facility ARLP Hamilton revolving credit facility - ARLP Hamilton equipment financing agreement - Less current maturities ) ) Total long-term debt $ $ The Intermediate Partnership has a $700.0 million revolving credit facility ( “ARLP Revolving Credit Facility ” ), $145.0 million in ARLP Series B senior notes ( “ARLP Series B Senior Notes ” ) and a $212.5 million term loan (“ARLP Term Loan” and collectively, with the ARLP Revolving Credit Facility and the ARLP Series B Senior Notes, the “ ARLP Debt Arrangements ” ), which are guaranteed by all of the material direct and indirect subsidiaries of the Intermediate Partnership. On October 16, 2015 the ARLP Revolving Credit Facility was amended to increase the baskets for capital lease obligations and sale-leaseback arrangements from $10.0 million to $100.0 million. The Intermediate Partnership also has a $100.0 million accounts receivable securitization facility (“ARLP Securitization Facility”). In addition, as a result of the Hamilton Acquisition (Note 4), the ARLP Partnership assumed a $10.0 million revolving credit facility (“ARLP Hamilton Revolving Credit Facility”) and an equipment financing agreement (“ARLP Hamilton Equipment Financing Agreement”). At September 30, 2015, current maturities include the ARLP Hamilton Revolving Credit Facility and a portion of the Term Loan. On June 26, 2015 the outstanding balance of the ARLP Series A senior notes totaling $205.0 million was paid. The ARLP Debt Arrangements contain various covenants affecting the Intermediate Partnership and its subsidiaries restricting, among other things, the amount of distributions by the Intermediate Partnership, incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates, in each case subject to various exceptions. The ARLP Debt Arrangements also require the Intermediate Partnership to remain in control of a certain amount of mineable coal reserves relative to its annual production. In addition, the ARLP Debt Arrangements require the Intermediate Partnership to maintain (a) debt to cash flow ratio of not more than 3.0 to 1.0 and (b) cash flow to interest expense ratio of not less than 3.0 to 1.0, in each case, during the four most recently ended fiscal quarters. The debt to cash flow ratio and cash flow to interest expense ratio were 1.23 to 1.0 and 24.3 to 1.0, respectively, for the trailing twelve months ended September 30, 2015. The ARLP Partnership was in compliance with the covenants of the ARLP Debt Arrangements as of September 30, 2015. At September 30, 2015, the ARLP Partnership had borrowings of $403.0 million and $5.4 million of letters of credit outstanding with $291.6 million available for borrowing under the ARLP Revolving Credit Facility. The ARLP Partnership utilizes the ARLP Revolving Credit Facility, as appropriate, for working capital requirements, capital expenditures and investments in affiliates, scheduled debt payments and distribution payments. The ARLP Partnership incurs an annual commitment fee of 0.25% on the undrawn portion of the ARLP Revolving Credit Facility. On December 5, 2014, certain direct and indirect wholly-owned subsidiaries of the Intermediate Partnership entered into the ARLP Securitization Facility providing additional liquidity and funding. Under the ARLP Securitization Facility, certain subsidiaries sell trade receivables on an ongoing basis to the Intermediate Partnership, which then sells the trade receivables to AROP Funding, LLC (“AROP Funding”), a wholly-owned bankruptcy-remote special purpose subsidiary of the Intermediate Partnership, which in turn borrows on a revolving basis up to $100.0 million secured by the trade receivables. After the sale, Alliance Coal, as servicer of the assets, collects the receivables on behalf of AROP Funding. The ARLP Securitization Facility bears interest based on a Eurodollar Rate. The ARLP Securitization Facility has an initial term of 364 days; however, the ARLP Partnership has the contractual ability and the intent to extend the term for an additional 364 days. At September 30, 2015, the ARLP Partnership had $100.0 million outstanding under the ARLP Securitization Facility. As a result of the Hamilton Acquisition, the ARLP Partnership assumed the ARLP Hamilton Revolving Credit Facility and the ARLP Hamilton Equipment Financing Agreement. In November 2014, White Oak entered into the ARLP Hamilton Revolving Credit Facility allowing for periodic borrowings up to $10.0 million, collateralized by White Oak’s accounts receivable. Borrowings under the ARLP Hamilton Revolving Credit Facility carried interest at the prime rate plus 0.1%, which was 3.35% at September 30, 2015. On October 19, 2015, the outstanding balance of the ARLP Hamilton Revolving Credit Facility totaling $10.0 million was repaid. In 2012, White Oak acquired vendor financing totaling $100.0 million through the ARLP Hamilton Equipment Financing Agreement, which was secured by continuous mining, long-wall mining, and underground belt system equipment purchased from the lender. The ARLP Hamilton Equipment Financing Agreement required repayment of principal and interest in equal monthly installments of $2.1 million from July 2014 until June 2019. As of September 30, 2015, $82.5 million remained outstanding on the note and carried an annual interest rate of 8%. On October 16, 2015, the outstanding balance of the Hamilton Equipment Financing Agreement totaling $80.6 million was repaid without penalty with funds drawn on the ARLP Revolving Credit Facility. On October 29, 2015, the ARLP Partnership entered into a sale-leaseback transaction whereby the ARLP Partnership sold certain mining equipment for $100.0 million and concurrently entered into a lease agreement for the sold equipment with a four-year term. Under the lease agreement, the ARLP Partnership will pay an initial monthly rent of $1.9 million. A balloon payment equal to 20% of the equipment cost is due at the end of the lease term. The ARLP Partnership has recognized this transaction as a capital lease. On October 6, 2015, Cavalier Minerals JV, LLC (“Cavalier Minerals”) (Note 9) entered into a credit agreement (the “Cavalier Credit Agreement”) with Mineral Lending, LLC (“Mineral Lending”) for a $100.0 million line of credit (the “Cavalier Credit Facility”). Mineral Lending is an entity owned by Alliance Resource Holdings II, Inc. (“ARH II,” the parent of ARH), an entity owned by an officer of ARH who is also a director of ARH II (“ARH Officer”) and foundations established by our President and Chief Executive Officer and Kathleen S. Craft. There is no commitment fee under the facility. Borrowings under the Cavalier Credit Facility bear interest at a one month LIBOR rate plus 6% with interest payable quarterly. Repayment of the principal balance will begin following the first fiscal quarter after the earlier of the date on which the aggregate amount borrowed exceeds $90.0 million or December 31, 2017 in quarterly payments of an amount equal to the greater of $1.3 million initially, escalated to $2.5 million after two years, or fifty percent of Cavalier Minerals’ excess cash flow. The Cavalier Credit Facility matures September 30, 2024, at which time all amounts then outstanding are required to be repaid. Cavalier Minerals may prepay the Cavalier Credit Facility at any time in whole or in part subject to terms and conditions described in the Cavalier Credit Agreement.

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS	9 Months Ended
	Sep. 30, 2015
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS	8. NONCONTROLLING INTERESTS As required by U.S. generally accepted accounting principles, our noncontrolling ownership interest in consolidated subsidiaries is presented in the condensed consolidated balance sheet within partners’ capital as a separate component from the limited partners’ equity. In addition, consolidated net income includes earnings attributable to both the limited partners’ and the noncontrolling interests. The noncontrolling interests balance is comprised of non-affiliate and affiliate ownership interests in the net assets of the ARLP Partnership that we consolidate (Note 1) and an affiliate ownership interest in Cavalier Minerals (Note 9). The following table summarizes the components of noncontrolling interests recorded in Partners’ Capital for the periods indicated: September 30, December 31, 2015 2014 (in thousands) Noncontrolling interests reflected in Partners ’ Capital: Affiliate (SGP) $ ) $ ) Non-Affiliates (ARLP’s non-affiliate limited partners) Affiliate (Cavalier Minerals) Accumulated other comprehensive loss attributable to noncontrolling interests ) ) Total noncontrolling interests $ $ The noncontrolling interest designated as Affiliate (SGP) represents SGP’s 0.01% general partner interest in ARLP and 0.01% general partner interest in the Intermediate Partnership. The noncontrolling interest designated as Non-Affiliates represents the limited partners’ interest in ARLP controlled through the common unit ownership, excluding the 31,088,338 common units of ARLP held by us. The total obligation associated with ARLP’s Long-Term Incentive Plan (“ARLP LTIP”), MGP Amended and Restated Deferred Compensation Plan for Directors (“MGP Deferred Compensation Plan”) and the Supplemental Executive Retirement Plan (“SERP”) are also included in the Non-Affiliates component of noncontrolling interest (Note 12). The following table summarizes net income attributable to each component of the noncontrolling interests for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Net income attributable to noncontrolling interest: Affiliate (SGP) $ $ $ $ Non-Affiliates (ARLP’s non-affiliate limited partners) Affiliates (Cavalier Minerals) ) - ) - $ $ $ $ The following table summarizes cash distributions paid by ARLP to each component of the noncontrolling interests for the periods indicated: Nine Months Ended September 30, 2015 2014 (in thousands) Distributions paid to noncontrolling interests: Affiliate (SGP) (1) $ $ Non-Affiliates (ARLP’s non-affiliate limited partners) (1) $ $ (1) Distributions paid to noncontrolling interests, in the table above, represent ARLP’s quarterly distributions in accordance with the ARLP partnership agreement. The Affiliate (SGP) component of noncontrolling interests represents SGP’s cumulative investment basis in the net assets of the ARLP Partnership. After the consummation of the various transactions associated with the ARLP Partnership’s formation and initial public offering in 1999 (which included the contribution of net assets by SGP to the ARLP Partnership, the retention by SGP of debt borrowings assumed by ARLP and a distribution by ARLP to SGP), SGP’s investment basis in ARLP totaled $(303.9) million. SGP’s investment basis as of September 30, 2015 and December 31, 2014 also reflects the cumulative amount of nominal ARLP income allocations and distributions to SGP and nominal contributions by SGP to ARLP and the Intermediate Partnership to maintain its general partner interests. The following tables present the change in Partners’ Capital for the nine months ended September 30, 2015 and 2014: Alliance Holdings GP, L.P. Limited Partners’ Capital Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total Partners’ Capital (in thousands) Balance at January 1, 2015 $ $ ) $ $ Net income - Other comprehensive income - Settlement of directors deferred compensation ) - - ) Vesting of ARLP Long-Term Incentive Plan - - ) ) Common unit-based compensation - Distributions on ARLP common unit-based compensation - - ) ) Contributions to consolidated company from affiliate noncontrolling interest - - Distributions to AHGP Partners ) - - ) Distributions paid by consolidated partnership to noncontrolling interest - - ) ) Balance at September 30, 2015 $ $ ) $ $ Alliance Holdings GP, L.P. Limited Partners’ Capital Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total Partners’ Capital (in thousands) Balance at January 1, 2014 $ $ ) $ $ Net income - Other comprehensive loss - ) ) ) Settlement of directors deferred compensation ) - - ) Vesting of ARLP Long-Term Incentive Plan - - ) ) Common unit-based compensation - Distributions on ARLP common unit-based compensation - - ) ) Distributions to AHGP Partners ) - - ) Distributions paid by consolidated partnership to noncontrolling interest - - ) ) Balance at September 30, 2014 $ $ ) $ $

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES	9 Months Ended
	Sep. 30, 2015
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES	9. VARIABLE INTEREST ENTITIES Cavalier Minerals On November 10, 2014, the ARLP Partnership’s wholly owned subsidiary, Alliance Minerals, LLC (“Alliance Minerals”), and Bluegrass Minerals Management, LLC (“Bluegrass Minerals”) entered into a limited liability company agreement (the “Cavalier Agreement”) to create Cavalier Minerals which was formed to indirectly acquire oil and gas mineral interests through its noncontrolling ownership interest initially in AllDale Minerals L.P. and subsequently also in AllDale Minerals II, L.P. (collectively “AllDale Minerals”) (Note 10). Alliance Minerals and Bluegrass Minerals initially committed funding of $48.0 million and $2.0 million, respectively, to Cavalier Minerals, and Cavalier Minerals committed funding of $49.0 million to AllDale Minerals. Alliance Minerals’ contributions through December 31, 2014 to Cavalier Minerals totaled $11.5 million. During the three and nine months ended September 30, 2015, Alliance Minerals contributed $16.4 million and $35.6 million, respectively, bringing the ARLP Partnership’s total investment in Cavalier Minerals to $47.1 million at September 30, 2015. The ARLP Partnership’s remaining commitment to Cavalier Minerals of $0.9 million was made October 26, 2015. Bluegrass Minerals, which is owned and controlled by the ARH Officer and is Cavalier Minerals’ managing member, contributed $2.0 million as of September 30, 2015. On October 6, 2015, Alliance Minerals and Bluegrass Minerals committed to fund an additional $96.0 million and $4.0 million, respectively, to Cavalier Minerals, and Cavalier Minerals committed to fund an additional $100.0 million to AllDale Minerals. At Alliance Minerals’ election, Cavalier Minerals will meet its remaining funding commitment to AllDale Minerals through contributions from Alliance Minerals and Bluegrass Minerals or from borrowings under the Cavalier Credit Facility (Note 7). The ARLP Partnership expects to fund its remaining commitments utilizing existing cash balances, future cash flows from operations, borrowings under credit and securitization facilities, and cash provided from the issuance of debt or equity, or by requiring Cavalier Minerals to draw on the Cavalier Credit Facility. Cavalier Minerals also reimburses Bluegrass Minerals for certain insignificant general and administrative costs incurred on behalf of Cavalier Minerals. In accordance with the Cavalier Agreement, Bluegrass Minerals is entitled to receive an incentive distribution from Cavalier Minerals equal to 25% of all distributions (including in liquidation) after return of members’ capital reduced by certain distributions received by Bluegrass Minerals or its owner from AllDale Minerals Management, LLC, the managing member of AllDale Minerals. Alliance Minerals’ ownership interest in Cavalier Minerals at September 30, 2015 was 96%. The remainder of the equity ownership is held by Bluegrass Minerals. As of September 30, 2015, Cavalier Minerals had not made any distributions to its owners. The ARLP Partnership has consolidated Cavalier Minerals’ financial results as it concluded that Cavalier Minerals is a variable interest entity (“VIE”) and the ARLP Partnership is the primary beneficiary because its consent is required for significant activities of Cavalier Minerals and due to Bluegrass Minerals’ relationship to the ARLP Partnership as described above. Bluegrass Minerals equity ownership of Cavalier Minerals is accounted for as noncontrolling ownership interest in our condensed consolidated balance sheets. In addition, earnings attributable to Bluegrass Minerals are recognized as net loss attributable to noncontrolling interest in our condensed consolidated statements of income. WKY CoalPlay On November 17, 2014, SGP Land, LLC (“SGP Land”), a wholly-owned subsidiary of SGP, and two limited liability companies owned by irrevocable trusts established by the ARLP Partnership’s President and Chief Executive Officer (“Craft Companies”) entered into a limited liability company agreement to form WKY CoalPlay. WKY CoalPlay was formed, in part, to purchase and lease coal reserves. WKY CoalPlay is managed by an entity controlled by the ARH Officer who is an employee of SGP Land and trustee of the irrevocable trusts owning the Craft Companies. In February 2015, WKY CoalPlay acquired approximately 39.1 million tons of proven and probable high-sulfur owned coal reserves located in Henderson and Union Counties, Kentucky from a wholly-owned subsidiary of Patriot for $25.0 million and in turn leased those reserves to the ARLP Partnership (“CoalPlay 2015 Lease”). The CoalPlay 2015 Lease has an initial term of 20 years and provides for earned royalty payments to WKY CoalPlay of 4% of the coal sales price and annual minimum royalty payments of $2.1 million. All annual minimum royalty payments are recoupable against earned royalty payments. An option was also granted to the ARLP Partnership to acquire the leased reserves at any time during a three-year period beginning in February 2018 for a purchase price that would provide WKY CoalPlay a 7% internal rate of return on its investment in these reserves taking into account payments previously made under the lease. The ARLP Partnership paid WKY CoalPlay $2.1 million in February 2015 for the initial annual minimum royalty payment. As of September 30, 2015, the ARLP Partnership had paid $10.8 million of advanced royalties to WKY CoalPlay, none of which have been recouped, and is reflected in the long-term Advance royalties line item in our condensed consolidated balance sheets and includes previous annual minimum royalty payments made to WKY CoalPlay associated with leases entered into in 2014, in addition to the initial annual minimum royalty payment for the CoalPlay 2015 Lease. The ARLP Partnership has concluded that WKY CoalPlay is a VIE because of its ability to exercise the option noted above as well as two other similar options granted to the ARLP Partnership by WKY CoalPlay in December 2014, which is not within the control of the equity holders and, if it occurs, could potentially limit the expected residual return to the owners of WKY CoalPlay. The ARLP Partnership does not have any economic or governance rights related to WKY CoalPlay and the ARLP Partnership’s options that provide it with a variable interest in WKY CoalPlay’s reserve assets do not give it any rights that constitute power to direct the primary activities that most significantly impact WKY CoalPlay’s economic performance. SGP Land has the sole ability to replace the manager of WKY CoalPlay at its discretion and therefore has power to direct the activities of WKY CoalPlay. Consequently, the ARLP Partnership concluded that SGP Land is the primary beneficiary of WKY CoalPlay.

EQUITY INVESTMENTS

EQUITY INVESTMENTS	9 Months Ended
	Sep. 30, 2015
EQUITY INVESTMENTS
EQUITY INVESTMENTS	10. EQUITY INVESTMENT AllDale Minerals On November 10, 2014, Cavalier Minerals (Note 9) made an initial contribution of $7.4 million in return for a limited partner interest in AllDale Minerals, which was created to purchase oil and gas mineral interests in various geographic locations within producing basins in the continental U.S. As of December 31, 2014, Cavalier Minerals’ had contributed $11.6 million to AllDale Minerals. During the three and nine months ended September 30, 2015, Cavalier Minerals contributed an additional $16.9 million and $37.4 million, respectively, bringing the total investment in AllDale Minerals to $49.0 million as of September 30, 2015. The ARLP Partnership continually reviews all rights provided to Cavalier Minerals and the ARLP Partnership by various agreements and continues to conclude all such rights do not provide Cavalier Minerals or the ARLP Partnership the ability to unilaterally direct any of the activities of AllDale Minerals that most significantly impact its economic performance. As such, the ARLP Partnership accounts for Cavalier Minerals’ ownership interest in the income or loss of AllDale Minerals as an equity investment in our condensed consolidated financial statements. The ARLP Partnership records equity income or loss based on AllDale Minerals’ distribution structure. Cavalier Minerals’ limited partner interest in AllDale Minerals was 71.7% at September 30, 2015. For the three and nine months ended September 30, 2015, the ARLP Partnership has been allocated losses of $0.1 million and $0.6 million, respectively, from AllDale Minerals.

WORKERS' COMPENSATION AND PNEUM

WORKERS' COMPENSATION AND PNEUMOCONIOSIS	9 Months Ended
	Sep. 30, 2015
WORKERS' COMPENSATION AND PNEUMOCONIOSIS
WORKERS' COMPENSATION AND PNEUMOCONIOSIS	11. WORKERS’ COMPENSATION AND PNEUMOCONIOSIS The changes in the workers’ compensation liability, including current and long-term liability balances, for each of the periods presented were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Beginning balance $ $ $ $ Accruals increase Payments ) ) ) ) Interest accretion Valuation gain (1) - - ) ) Ending balance $ $ $ $ (1) The liability for the estimated present value of current workers’ compensation benefits is based on the ARLP Partnership’s actuarial estimates. The ARLP Partnership’s actuarial calculations are based on a blend of actuarial projection methods and numerous assumptions including claim development patterns, mortality, medical costs and interest rates. The ARLP Partnership conducted a mid-year review of its actuarial assumptions in the second quarter of 2015 which resulted in a valuation gain primarily attributable to favorable changes in claims development and an increase in the discount rate used to calculate the estimated present value of future obligations from 3.41% at December 31, 2014 to 3.71% at June 30, 2015. The ARLP Partnership’s mid-year review of its actuarial assumptions in the second quarter of 2014 also resulted in a valuation gain primarily attributable to favorable changes in claims development, offset partially by a decrease in the utilized discount rate from 4.11% at December 31, 2013 to 3.67% at June 30, 2014. Certain of the ARLP Partnership’s mine operating entities are liable under state statutes and the Federal Coal Mine Health and Safety Act of 1969, as amended, to pay pneumoconiosis, or black lung, benefits to eligible employees and former employees and their dependents. Components of the net periodic benefit cost for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Service cost $ $ $ $ Interest cost Amortization of net actuarial gain (1) ) ) ) ) Net periodic benefit cost $ $ $ $ (1) Amortization of net actuarial gain is included in the Operating expenses (excluding depreciation, depletion and amortization) line item within our condensed consolidated statements of income.

COMPENSATION PLANS

COMPENSATION PLANS	9 Months Ended
	Sep. 30, 2015
COMPENSATION PLANS
COMPENSATION PLANS	12. COMPENSATION PLANS ARLP Partnership The ARLP Partnership has established the ARLP LTIP for certain employees and officers of MGP and its affiliates who perform services for the ARLP Partnership. The ARLP LTIP awards are grants of non-vested “phantom” or notional units, which upon satisfaction of vesting requirements, entitle the ARLP LTIP participant to receive ARLP common units. Annual grant levels and vesting provisions for designated participants are recommended by the President and Chief Executive Officer of the MGP, subject to review and approval of the compensation committee of the MGP board of directors (the “MGP Compensation Committee”). On January 26, 2015, the MGP Compensation Committee determined that the vesting requirements for the 2012 grants of 202,778 restricted units (which is net of 11,450 forfeitures) had been satisfied as of January 1, 2015. As a result of this vesting, on February 11, 2015, the ARLP Partnership issued 128,150 unrestricted common units to the ARLP LTIP participants. The remaining units were settled in cash to satisfy the tax withholding obligations for the ARLP LTIP participants. On January 26, 2015, the MGP Compensation Committee authorized additional grants of up to 314,019 restricted units, of which 303,165 were granted during the nine months ended September 30, 2015 and will vest on January 1, 2018, subject to satisfaction of certain financial tests. The fair value of these 2015 grants is equal to the intrinsic value at the date of grant, which was $37.18 per unit. ARLP LTIP expense was $2.8 million and $2.5 million for the three months ended September 30, 2015 and 2014, respectively, and $8.3 million and $7.1 million for the nine months ended September 30, 2015 and 2014, respectively. After consideration of the January 1, 2015 vesting and subsequent issuance of 128,150 common units, approximately 3.7 million units remain available under the ARLP LTIP for issuance in the future, assuming all grants issued in 2013, 2014 and 2015 currently outstanding are settled with ARLP common units, without reduction for tax withholding, and no future forfeitures occur. As of September 30, 2015, there was $15.0 million in total unrecognized compensation expense related to the non-vested ARLP LTIP grants that are expected to vest. That expense is expected to be recognized over a weighted-average period of 1.3 years. As of September 30, 2015, the intrinsic value of the non-vested ARLP LTIP grants was $20.9 million. As of September 30, 2015, the total obligation associated with the ARLP LTIP was $18.4 million and is included in the noncontrolling interests line item in our condensed consolidated balance sheets. As provided under the distribution equivalent rights provisions of the ARLP LTIP, all non-vested grants include contingent rights to receive quarterly cash distributions in an amount equal to the cash distributions ARLP makes to its unitholders during the vesting period. AHGP Partnership We have also adopted a Long-Term Incentive Plan (the “AHGP LTIP”) for employees, directors and consultants of our general partner and its affiliates, including the ARLP Partnership. Grants under the AHGP LTIP are to be made in AHGP restricted units, which are “phantom” units that entitle the grantee to receive either a common unit or equivalent amount of cash upon the vesting of the phantom units. The aggregate number of common units reserved for issuance under the AHGP LTIP is 5,215,000. There have been no grants under the AHGP LTIP as of September 30, 2015. SERP and Directors Deferred Compensation Plans The ARLP Partnership has the SERP to provide deferred compensation benefits for certain officers and key employees. All allocations made to participants under the SERP are made in the form of “phantom” ARLP units. The SERP is administered by the MGP Compensation Committee. Our directors participate in the AGP Amended and Restated Deferred Compensation Plan for Directors (“AGP Deferred Compensation Plan”), and the directors of MGP participate in the MGP Deferred Compensation Plan (collectively, the “Deferred Compensation Plans”). Pursuant to the Deferred Compensation Plans, for amounts deferred either automatically or at the election of the director, a notional account is established and credited with notional common units of ARLP or AHGP, as appropriate, which are described in the Deferred Compensation Plans as “phantom” units. For both the SERP and Deferred Compensation Plans, when quarterly cash distributions are made with respect to ARLP or AHGP common units, an amount equal to such quarterly distribution is credited to each participant’s notional account as additional phantom units. All grants of phantom units under the SERP and Deferred Compensation Plans vest immediately. For the nine months ended September 30, 2015 and 2014, SERP and MGP Deferred Compensation Plan participant notional account balances were credited with a total of 24,741 and 15,860 phantom units, respectively, and the fair value of these phantom units was $30.23 per unit and $44.47 per unit, respectively, on a weighted-average basis. For the nine months ended September 30, 2015 and 2014, AGP Deferred Compensation Plan participant notional account balances were credited with a total of 3,540 and 3,745 phantom units, respectively, and the fair value of these phantom units was $47.64 per unit and $62.20 per unit, respectively, on a weighted-average basis. Total SERP and Deferred Compensation Plans expense was approximately $0.4 million for each of the three months ended September 30, 2015 and 2014, and $1.1 million for each of the nine months ended September 30, 2015 and 2014. As of September 30, 2015, there were 413,471 total phantom units outstanding under the SERP and Deferred Compensation Plans and the total intrinsic value of the SERP and Deferred Compensation Plans phantom units was $9.4 million. As of September 30, 2015, the total obligation associated with the SERP and MGP Deferred Compensation Plan was $13.3 million, which was included in the noncontrolling interests line item in our condensed consolidated balance sheets. The total obligation associated with the AGP Deferred Compensation Plan was $1.0 million, which was included in the partners’ capital-limited partners line item in our condensed consolidated balance sheets. On February 23, 2015, we provided 3,167 AHGP common units to an AGP director under the AGP Deferred Compensation Plan.

COMPONENTS OF PENSION PLAN NET

COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS	9 Months Ended
	Sep. 30, 2015
COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS
COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS	13. COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS Eligible employees at certain of the ARLP Partnership’s mining operations participate in a defined benefit plan (the “Pension Plan”) sponsored by the ARLP Partnership. The benefit formula for the Pension Plan is a fixed dollar unit based on years of service. Components of the net periodic benefit cost for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Service cost $ $ $ $ Interest cost Expected return on plan assets Amortization of net loss (1) Net periodic benefit cost $ $ $ $ (1) Amortization of net actuarial loss is included in the Operating expenses (excluding depreciation, depletion and amortization) line item within our condensed consolidated statements of income. During the nine months ended September 30, 2015, the ARLP Partnership made contribution payments of $1.0 million to the Pension Plan for the 2014 plan year and $1.4 million for the 2015 plan year. On October 14, 2015, the ARLP Partnership made a contribution payment of $0.7 million for the 2015 plan year.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 2015
SEGMENT INFORMATION
SEGMENT INFORMATION	14. SEGMENT INFORMATION The ARLP Partnership operates in the eastern U.S. as a producer and marketer of coal to major utilities and industrial users. We aggregate multiple operating segments into two reportable segments: Illinois Basin and Appalachia and an “all other” category referred to as Other and Corporate. Our reportable segments correspond to major coal producing regions in the eastern U.S. Similar economic characteristics for our operating segments within each of these two reportable segments generally include coal quality, geology, coal marketing opportunities, mining and transportation methods and regulatory issues. As a result of acquiring the remaining equity interests in Hamilton, formerly known as White Oak (Note 4), we restructured our reportable segments to include Hamilton as part of our Illinois Basin segment due to the similarities in product, management, location, and operation with other mines included in the segment. This new organization reflects how our chief operating decision maker manages and allocates resources to our various operations. Prior periods have been recast to include Hamilton in our Illinois Basin segment. The Illinois Basin reportable segment is comprised of multiple operating segments, including Webster County Coal, LLC’s Dotiki mining complex, Gibson County Coal, LLC’s mining complex (“Gibson”), which includes the Gibson North mine and Gibson South mine, Hopkins County Coal, LLC’s Elk Creek mine and the Fies property, White County Coal, LLC’s Pattiki mining complex, Warrior Coal, LLC’s mining complex, Sebree Mining, LLC’s mining complex (“Sebree”), which includes the Onton mine, River View Coal, LLC’s mining complex and the Hamilton mining complex. In April 2014, production began at the Gibson South mine. The Elk Creek mine is currently expected to cease production in early 2016. On November 6, 2015, Gibson and Sebree issued Worker Adjustment and Retraining Notification (“WARN”) Act notices. See Note 15. The Appalachia reportable segment is comprised of multiple operating segments, including the Mettiki mining complex, the Tunnel Ridge, LLC mining complex, the MC Mining, LLC mining complex and the Penn Ridge Coal, LLC (“Penn Ridge”) property. The Mettiki mining complex includes Mettiki Coal (WV), LLC’s Mountain View mine and Mettiki Coal, LLC’s preparation plant. The Penn Ridge property is held for future mine development. Other and Corporate includes the ARLP Partnership and AHGP’s marketing and administrative expenses, Alliance Service, Inc. (“ASI”) and its subsidiary, Matrix Design Group, LLC and its subsidiaries Matrix Design International, LLC and Matrix Design Africa (PTY) LTD (“Matrix Design”), Alliance Design Group, LLC (“Alliance Design”) (collectively, Matrix Design and Alliance Design are referred to as the “Matrix Group”), ASI’s ownership of aircraft, the Mt. Vernon Transfer Terminal, LLC (“Mt. Vernon”) dock activities, coal brokerage activity, MAC (Note 4), certain activities of Alliance Resource Properties, the Pontiki Coal, LLC mining complex, which sold most of its assets in May 2014, Wildcat Insurance, LLC (“Wildcat Insurance”), Alliance Minerals, and its affiliate, Cavalier Minerals (Note 9), which holds an equity investment in AllDale Minerals (Note 10), and AROP Funding (Note 7). Reportable segment results as of and for the three and nine months ended September 30, 2015 and 2014 are presented below. Illinois Basin Appalachia Other and Corporate Elimination (1) Consolidated (in thousands) Three months ended September 30, 2015 Total revenues (2) $ $ $ $ $ Segment Adjusted EBITDA Expense (3) Segment Adjusted EBITDA (4)(5) Capital expenditures (7) - Three months ended September 30, 2014 (recast) Total revenues (2) $ $ $ $ $ Segment Adjusted EBITDA Expense (3) Segment Adjusted EBITDA (4)(5) - Capital expenditures (7) - Nine months ended September 30, 2015 Total revenues (2) $ $ $ $ $ Segment Adjusted EBITDA Expense (3) Segment Adjusted EBITDA (4)(5) Total assets (6) Capital expenditures (7) - Nine months ended September 30, 2014 (recast) Total revenues (2) $ $ $ $ $ Segment Adjusted EBITDA Expense (3) Segment Adjusted EBITDA (4)(5) - Total assets (6) Capital expenditures (7) - (1) The elimination column represents the elimination of intercompany transactions and is primarily comprised of sales from the Matrix Group and MAC to the ARLP Partnership’s mining operations, coal sales and purchases between operations within different segments, sales of receivables to AROP Funding and insurance premiums paid to Wildcat Insurance. (2) Revenues included in the Other and Corporate column are primarily attributable to the Matrix Group revenues, Mt. Vernon transloading revenues, MAC revenues, Wildcat Insurance revenues and brokerage coal sales. (3) Segment Adjusted EBITDA Expense includes operating expenses, outside coal purchases and other income. Transportation expenses are excluded as these expenses are passed through to the ARLP Partnership’s customers and consequently it does not realize any gain or loss on transportation revenues. We review Segment Adjusted EBITDA Expense per ton for cost trends. The following is a reconciliation of consolidated Segment Adjusted EBITDA Expense to Operating expenses (excluding depreciation, depletion and amortization) : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (in thousands) Segment Adjusted EBITDA Expense $ $ $ $ Outside coal purchases ) ) ) ) Other income Operating expenses (excluding depreciation, depletion and amortization) $ $ $ $ (4) Segment Adjusted EBITDA is defined as net income (prior to the allocation of noncontrolling interest) before net interest expense, income taxes, depreciation, depletion and amortization, general and administrative expenses and asset impairment charge. Management therefore is able to focus solely on the evaluation of segment operating profitability as it relates to the ARLP Partnership’s revenues and operating expenses, which are primarily controlled by our segments. Consolidated Segment Adjusted EBITDA is reconciled to net income as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (in thousands) Consolidated Segment Adjusted EBITDA $ $ $ $ General and administrative ) Depreciation, depletion and amortization ) Asset impairment charge - - Interest expense, net ) Income tax expense - - Net income $ $ $ $ (5) Includes equity in loss of affiliates for the three and nine months ended September 30, 2015 of $(17.1) million and $(48.5) million, respectively, included in the Illinois Basin segment and $(0.1) million and $(0.6) million, respectively, included in Other and Corporate. Includes equity in income (loss) of affiliates for the three and nine months ended September 30, 2014 of $39,000 and $(13.8) million, respectively, included in the Illinois Basin segment and $0.2 million and $0.3 million, respectively, included in Other and Corporate. (6) Total assets for Other and Corporate include investments in affiliate of $48.0 million at September 30, 2015. Total assets for the Illinois Basin segment and Other and Corporate include investments in affiliates of $200.1 million and $1.5 million, respectively, at September 30, 2014. (7) Capital expenditures shown above exclude the Hamilton Acquisition on July 31, 2015, the Patriot acquisition on February 3, 2015 and the MAC acquisition on January 1, 2015 (Note 4).

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2015
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS On October 27, 2015, we declared a quarterly distribution for the quarter ended September 30, 2015, of $0.96 per unit on all common units outstanding, totaling approximately $57.5 million, payable on November 19, 2015 to all unitholders of record as of November 12, 2015. On October 27, 2015, the ARLP Partnership declared a quarterly distribution for the quarter ended September 30, 2015, of $0.675 per unit, on all common units outstanding, totaling approximately $87.5 million, including MGP’s incentive distributions, payable on November 13, 2015 to all unitholders of record as of November 6, 2015. On November 6, 2015 Gibson issued WARN Act notices to approximately 120 of its employees in anticipation of eliminating one and a half production units at its Gibson North and Gibson South mines. By December 31, 2015, the ARLP Partnership currently expects Gibson to be operating four production units at the Gibson South mine with the Gibson North mine idled. Resumption of production at the Gibson North mine will be market dependent. On November 6, 2015 Sebree issued WARN Act notices to all of its employees at the Onton mine, and stopped coal production at the mine. As a result of employment opportunities at other ARLP Partnership operations, the ARLP Partnership currently expects this reduction in force to affect approximately 140 employees. The ARLP Partnership is currently evaluating the impact to its financial statements as a result of these production reductions.

ORGANIZATION AND PRESENTATION (

ORGANIZATION AND PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2015
ORGANIZATION AND PRESENTATION
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements include the accounts and operations of the AHGP Partnership and present our financial position as of September 30, 2015 and December 31, 2014, the results of our operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014 and the cash flows for the nine months ended September 30, 2015 and 2014. All of our intercompany transactions and accounts have been eliminated. Net income attributable to Alliance Holdings GP, L.P. from within our accompanying condensed consolidated financial statements will be described as “Net Income of AHGP.” Since we own MGP, our condensed consolidated financial statements reflect the consolidated results of the ARLP Partnership. The earnings of the ARLP Partnership allocated to its limited partners’ interests not owned by us and allocated to SGP’s general partner interest in ARLP are reflected as net income attributable to noncontrolling interest on our condensed consolidated statements of income and as noncontrolling interest on our condensed consolidated balance sheets. Our consolidated financial statements do not differ materially from those of the ARLP Partnership. The differences between our financial statements and those of the ARLP Partnership are primarily attributable to (a) amounts reported as noncontrolling interests and (b) additional general and administrative costs and taxes attributable to us. The additional general and administrative costs principally consist of costs incurred by us as a result of being a publicly traded partnership, amounts billed by, and reimbursed to, Alliance Coal under an administrative services agreement and amounts billed by, and reimbursed to, AGP under our partnership agreement. These condensed consolidated financial statements and notes are unaudited. However, in the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year ending December 31, 2015. These condensed consolidated financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and do not include all of the information normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States (“U.S”). These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. On June 16, 2014, the ARLP Partnership completed a two-for-one split of its common units, whereby holders of record as of May 30, 2014 received a one unit distribution on each unit outstanding on that date. The unit split resulted in the issuance of 37,030,317 ARLP common units. Accordingly, AHGP received an additional 15,544,169 ARLP common units, which brought its total ownership to 31,088,338 ARLP common units. All references to the number of ARLP units and distribution amounts included in this report have been adjusted to give effect for this unit split for all periods presented. Provisions of ARLP’s partnership agreement affecting ARLP’s incentive distribution rights that we own have been amended to reflect the unit split.
Use of Estimates	Use of Estimates The preparation of AHGP Partnership’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in our condensed consolidated financial statements. Actual results could differ from those estimates.
Goodwill	Goodwill Goodwill is not amortized, but is subject to an annual review on November 30, 2015, or at other dates if events or changes in circumstances indicate that the carrying value of goodwill may be impaired. The reporting unit or units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed or operated. A reporting unit is an operating segment or a component that is one level below an operating segment. There were no impairments of goodwill during the three and nine month periods ended September 30, 2015.

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2015
White Oak
Acquisitions
Schedule of consideration transferred	On July 31, 2015 (the “Hamilton Acquisition Date”) the ARLP Partnership’s subsidiary, Alliance WOR Processing, LLC (now known as Hamilton County Coal, LLC, or “Hamilton”) acquired the remaining Series A and B Units, representing 60% of the voting interests of White Oak Resources LLC (“White Oak”), from White Oak Finance Inc. and other parties (the “Sellers”) for total fair value consideration of $287.3 million (the “Hamilton Acquisition”), consisting of the following: (in thousands) Cash on hand $ Contingent consideration Settlement of pre-existing relationships Previously held equity-method investment Total consideration $
Summary of fair value allocation of assets acquired and liabilities assumed	Preliminary as of September 30, 2015 (in thousands) Cash and cash equivalents $ Trade receivables Prepaid expenses Inventories Other current assets Property, plant and equipment Advance royalties Deposits Other assets Total identifiable assets acquired Accounts payable Accrued expenses Deferred revenue Current maturities, long-term debt Long-term debt, excluding current maturities Other long-term liabilities Asset retirement obligations Total liabilities assumed Net identifiable assets acquired $ Goodwill Net assets acquired $
Schedule of revenue and earnings since acquisition date and pro forma condensed consolidated income statement	The amounts of revenue and earnings of Hamilton included in our condensed consolidated statements of income from the acquisition date to the period ending September 30, 2015 are as follows: (in thousands) Revenue $ Net income The following represents the pro forma condensed consolidated income statement as if Hamilton had been included in our consolidated results since January 1, 2014. These amounts have been calculated after applying the ARLP Partnership’s accounting. Additionally, our results have been adjusted to remove the effect of the ARLP Partnership’s equity investment in White Oak and the preexisting relationships that it had in White Oak. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Total revenues As reported $ $ $ $ Pro forma Net income As reported $ $ $ $ Pro forma
Patriot Coal Corporation
Acquisitions
Summary of consideration transferred and fair value allocation of assets acquired and liabilities assumed	Preliminary as of March 31, 2015 Adjustments Final as of September 30, 2015 (in thousands) Consideration transferred $ $ Recognized amounts of net tangible and intangible assets acquired and liabilities assumed: Inventories ) Property, plant and equipment, including mineral rights and leased equipment Customer contracts, net - Other assets ) - Asset retirement obligation - Other liabilities - ) Net tangible and intangible assets acquired $ $

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2015
FAIR VALUE MEASUREMENTS
Summary of recurring fair value measurements within the hierarchy	September 30, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Long-term debt $ - $ $ - $ - $ $ - Contingent consideration - - - - - Total $ - $ $ $ - $ $ -

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2015
LONG-TERM DEBT
Schedule of Long-Term Debt	September 30, 2015 December 31, 2014 (in thousands) ARLP Revolving Credit facility $ $ ARLP Series A senior notes - ARLP Series B senior notes ARLP Term loan ARLP Securitization facility ARLP Hamilton revolving credit facility - ARLP Hamilton equipment financing agreement - Less current maturities ) ) Total long-term debt $ $

NONCONTROLLING INTERESTS (Table

NONCONTROLLING INTERESTS (Tables)	9 Months Ended
	Sep. 30, 2015
NONCONTROLLING INTERESTS
Components of Noncontrolling Interests Recorded in Partners' Capital	September 30, December 31, 2015 2014 (in thousands) Noncontrolling interests reflected in Partners ’ Capital: Affiliate (SGP) $ ) $ ) Non-Affiliates (ARLP’s non-affiliate limited partners) Affiliate (Cavalier Minerals) Accumulated other comprehensive loss attributable to noncontrolling interests ) ) Total noncontrolling interests $ $
Summary of Net Income Attributable to Noncontrolling Interests	Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Net income attributable to noncontrolling interest: Affiliate (SGP) $ $ $ $ Non-Affiliates (ARLP’s non-affiliate limited partners) Affiliates (Cavalier Minerals) ) - ) - $ $ $ $
Summary of Cash Distribution Paid by ARLP to Noncontrolling Interests	The following table summarizes cash distributions paid by ARLP to each component of the noncontrolling interests for the periods indicated: Nine Months Ended September 30, 2015 2014 (in thousands) Distributions paid to noncontrolling interests: Affiliate (SGP) (1) $ $ Non-Affiliates (ARLP’s non-affiliate limited partners) (1) $ $ (1) Distributions paid to noncontrolling interests, in the table above, represent ARLP’s quarterly distributions in accordance with the ARLP partnership agreement.
Summary of Changes in Partners' Capital	Alliance Holdings GP, L.P. Limited Partners’ Capital Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total Partners’ Capital (in thousands) Balance at January 1, 2015 $ $ ) $ $ Net income - Other comprehensive income - Settlement of directors deferred compensation ) - - ) Vesting of ARLP Long-Term Incentive Plan - - ) ) Common unit-based compensation - Distributions on ARLP common unit-based compensation - - ) ) Contributions to consolidated company from affiliate noncontrolling interest - - Distributions to AHGP Partners ) - - ) Distributions paid by consolidated partnership to noncontrolling interest - - ) ) Balance at September 30, 2015 $ $ ) $ $ Alliance Holdings GP, L.P. Limited Partners’ Capital Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total Partners’ Capital (in thousands) Balance at January 1, 2014 $ $ ) $ $ Net income - Other comprehensive loss - ) ) ) Settlement of directors deferred compensation ) - - ) Vesting of ARLP Long-Term Incentive Plan - - ) ) Common unit-based compensation - Distributions on ARLP common unit-based compensation - - ) ) Distributions to AHGP Partners ) - - ) Distributions paid by consolidated partnership to noncontrolling interest - - ) ) Balance at September 30, 2014 $ $ ) $ $

WORKERS' COMPENSATION AND PNE28

WORKERS' COMPENSATION AND PNEUMOCONIOSIS (Tables)	9 Months Ended
	Sep. 30, 2015
Accrued Workers Compensation And Pneumoconiosis Benefits
Reconciliation of changes in workers' compensation liability	Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Beginning balance $ $ $ $ Accruals increase Payments ) ) ) ) Interest accretion Valuation gain (1) - - ) ) Ending balance $ $ $ $ (1) The liability for the estimated present value of current workers’ compensation benefits is based on the ARLP Partnership’s actuarial estimates. The ARLP Partnership’s actuarial calculations are based on a blend of actuarial projection methods and numerous assumptions including claim development patterns, mortality, medical costs and interest rates. The ARLP Partnership conducted a mid-year review of its actuarial assumptions in the second quarter of 2015 which resulted in a valuation gain primarily attributable to favorable changes in claims development and an increase in the discount rate used to calculate the estimated present value of future obligations from 3.41% at December 31, 2014 to 3.71% at June 30, 2015. The ARLP Partnership’s mid-year review of its actuarial assumptions in the second quarter of 2014 also resulted in a valuation gain primarily attributable to favorable changes in claims development, offset partially by a decrease in the utilized discount rate from 4.11% at December 31, 2013 to 3.67% at June 30, 2014.
Pneumoconiosis benefits
Accrued Workers Compensation And Pneumoconiosis Benefits
Components of net periodic benefit cost	Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Service cost $ $ $ $ Interest cost Amortization of net actuarial gain (1) ) ) ) ) Net periodic benefit cost $ $ $ $ (1) Amortization of net actuarial gain is included in the Operating expenses (excluding depreciation, depletion and amortization) line item within our condensed consolidated statements of income.

COMPONENTS OF PENSION PLAN NE29

COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS (Tables)	9 Months Ended
	Sep. 30, 2015
Pension Plan
Employee Benefit Plans
Components of net periodic benefit cost	Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Service cost $ $ $ $ Interest cost Expected return on plan assets Amortization of net loss (1) Net periodic benefit cost $ $ $ $ (1) Amortization of net actuarial loss is included in the Operating expenses (excluding depreciation, depletion and amortization) line item within our condensed consolidated statements of income.

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2015
SEGMENT INFORMATION
Schedule of reportable segment results	Reportable segment results as of and for the three and nine months ended September 30, 2015 and 2014 are presented below. Illinois Basin Appalachia Other and Corporate Elimination (1) Consolidated (in thousands) Three months ended September 30, 2015 Total revenues (2) $ $ $ $ $ Segment Adjusted EBITDA Expense (3) Segment Adjusted EBITDA (4)(5) Capital expenditures (7) - Three months ended September 30, 2014 (recast) Total revenues (2) $ $ $ $ $ Segment Adjusted EBITDA Expense (3) Segment Adjusted EBITDA (4)(5) - Capital expenditures (7) - Nine months ended September 30, 2015 Total revenues (2) $ $ $ $ $ Segment Adjusted EBITDA Expense (3) Segment Adjusted EBITDA (4)(5) Total assets (6) Capital expenditures (7) - Nine months ended September 30, 2014 (recast) Total revenues (2) $ $ $ $ $ Segment Adjusted EBITDA Expense (3) Segment Adjusted EBITDA (4)(5) - Total assets (6) Capital expenditures (7) - (1) The elimination column represents the elimination of intercompany transactions and is primarily comprised of sales from the Matrix Group and MAC to the ARLP Partnership’s mining operations, coal sales and purchases between operations within different segments, sales of receivables to AROP Funding and insurance premiums paid to Wildcat Insurance. (2) Revenues included in the Other and Corporate column are primarily attributable to the Matrix Group revenues, Mt. Vernon transloading revenues, MAC revenues, Wildcat Insurance revenues and brokerage coal sales. (3) Segment Adjusted EBITDA Expense includes operating expenses, outside coal purchases and other income. Transportation expenses are excluded as these expenses are passed through to the ARLP Partnership’s customers and consequently it does not realize any gain or loss on transportation revenues. We review Segment Adjusted EBITDA Expense per ton for cost trends. The following is a reconciliation of consolidated Segment Adjusted EBITDA Expense to Operating expenses (excluding depreciation, depletion and amortization) : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (in thousands) Segment Adjusted EBITDA Expense $ $ $ $ Outside coal purchases ) ) ) ) Other income Operating expenses (excluding depreciation, depletion and amortization) $ $ $ $ (4) Segment Adjusted EBITDA is defined as net income (prior to the allocation of noncontrolling interest) before net interest expense, income taxes, depreciation, depletion and amortization, general and administrative expenses and asset impairment charge. Management therefore is able to focus solely on the evaluation of segment operating profitability as it relates to the ARLP Partnership’s revenues and operating expenses, which are primarily controlled by our segments. Consolidated Segment Adjusted EBITDA is reconciled to net income as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (in thousands) Consolidated Segment Adjusted EBITDA $ $ $ $ General and administrative ) Depreciation, depletion and amortization ) Asset impairment charge - - Interest expense, net ) Income tax expense - - Net income $ $ $ $ (5) Includes equity in loss of affiliates for the three and nine months ended September 30, 2015 of $(17.1) million and $(48.5) million, respectively, included in the Illinois Basin segment and $(0.1) million and $(0.6) million, respectively, included in Other and Corporate. Includes equity in income (loss) of affiliates for the three and nine months ended September 30, 2014 of $39,000 and $(13.8) million, respectively, included in the Illinois Basin segment and $0.2 million and $0.3 million, respectively, included in Other and Corporate. (6) Total assets for Other and Corporate include investments in affiliate of $48.0 million at September 30, 2015. Total assets for the Illinois Basin segment and Other and Corporate include investments in affiliates of $200.1 million and $1.5 million, respectively, at September 30, 2014. (7) Capital expenditures shown above exclude the Hamilton Acquisition on July 31, 2015, the Patriot acquisition on February 3, 2015 and the MAC acquisition on January 1, 2015 (Note 4).
Reconciliation of consolidated Segment Adjusted EBITDA Expense to operating expenses (excluding depreciation, depletion and amortization)	The following is a reconciliation of consolidated Segment Adjusted EBITDA Expense to Operating expenses (excluding depreciation, depletion and amortization) : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (in thousands) Segment Adjusted EBITDA Expense $ $ $ $ Outside coal purchases ) ) ) ) Other income Operating expenses (excluding depreciation, depletion and amortization) $ $ $ $
Reconciliation of consolidated Segment Adjusted EBITDA to net income	Consolidated Segment Adjusted EBITDA is reconciled to net income as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (in thousands) Consolidated Segment Adjusted EBITDA $ $ $ $ General and administrative ) Depreciation, depletion and amortization ) Asset impairment charge - - Interest expense, net ) Income tax expense - - Net income $ $ $ $

ORGANIZATION AND PRESENTATION31

ORGANIZATION AND PRESENTATION (Details) $ in Thousands	Jun. 16, 2014shares	Sep. 30, 2015USD ($)shares	Sep. 30, 2015USD ($)shares
Ownership interests
Ownership percentage by limited partners			100.00%
Impairments of goodwill (in dollars) | $		$ 0	$ 0
ARLP
Ownership interests
Unit split ratio	2
Units issued due to split	37,030,317
Additional units issued to parent	15,544,169
Total units owned by parent	31,088,338	31,088,338	31,088,338
ARLP | SGP
Ownership interests
Ownership percentage by noncontrolling owners		0.01%	0.01%
MGP
Ownership interests
Subsidiaries holding percentage			100.00%
Intermediate Partnership | SGP
Ownership interests
Ownership percentage by noncontrolling owners		0.01%	0.01%

ACQUISITIONS (Details)

ACQUISITIONS (Details) - USD ($) $ in Thousands		Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Recognized amounts of net tangible and intangible assets acquired and liabilities assumed:
Goodwill			$ 161,985	$ 161,985		$ 161,985
Pro forma condensed consolidated income statement
Total revenues, As reported	[1]			566,342	$ 569,230	1,731,261	$ 1,709,628
Net income, As reported				$ 82,862	117,690	$ 283,053	370,084
White Oak
Acquisitions
Remaining equity interest acquired (as a percent)		60.00%
Cash on hand		$ 50,000
Contingent consideration		14,300
Settlement of pre-existing relationships		119,663
Previously held equity-method investment		103,322
Total consideration		$ 287,285
Ownership interest in acquiree (as a percent)			100.00%	100.00%		100.00%
Maximum amount of contingent consideration payable			$ 110,000	$ 110,000		$ 110,000
Prior equity interest (as a percent)		40.00%
Settlement of existing account balances		$ 49,600
Recognized amounts of net tangible and intangible assets acquired and liabilities assumed:
Cash and cash equivalents		3,125
Trade receivables		3,122
Prepaid expenses		4,364
Inventories		7,240
Other current assets		9,415
Property, plant and equipment		258,798
Advance royalties		3,349
Deposits		6,981
Other assets		5,580
Total identifiable assets acquired		301,974
Accounts payable		(31,399)
Accrued expenses		(18,609)
Deferred revenue		(517)
Current maturities, long-term debt		(29,529)
Long-term debt, excluding current maturities		(64,588)
Other long-term liabilities		(15,175)
Asset retirement obligation		(12,484)
Total liabilities assumed		(172,301)
Net identifiable assets acquired		129,673
Goodwill		157,612
Net tangible and intangible assets acquired		$ 287,285
Acquisitions, additional information
Changes in the recognized amount of goodwill			0
Revenue of acquired business reflected in consolidated statements of income			29,302
Net income of acquired business included in consolidated statements of income			$ (6,120)
Pro forma condensed consolidated income statement
Total revenues, Pro forma				575,057	578,771	1,794,908	1,733,104
Net income, Pro forma				$ 79,789	$ 108,703	$ 270,684	$ 357,910
[1]	Revenues included in the Other and Corporate column are primarily attributable to the Matrix Group revenues, Mt. Vernon transloading revenues, MAC revenues, Wildcat Insurance revenues and brokerage coal sales.

ACQUISITIONS (Details 2)

ACQUISITIONS (Details 2) $ in Thousands, T in Millions	Feb. 03, 2015USD ($)T	Dec. 31, 2014USD ($)T	Feb. 28, 2015USD ($)T	Feb. 02, 2015USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014$ / TT	Sep. 30, 2015USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014$ / TT
Coal Reserves in Henderson and Union Counties, Kentucky | WKY CoalPlay | Coal lease | Variable Interest Entity, Not Primary Beneficiary
Acquisitions
Coal reserves leased from related party (in tons) | T	39.1
Payments for royalties			$ 2,100
WKY CoalPlay | Coal Reserves in Henderson and Union Counties, Kentucky | Central States, a subsidiary of Patriot
Acquisitions
Coal reserves, rights purchased (in tons) | T	39.1		39.1
Purchase price (in dollars)	$ 25,000		$ 25,000
Patriot Coal Corporation
Acquisitions
Purchase price paid in cash	$ 20,500			$ 2,100
Coal reserves (in tons) | T	84.1
Non-reserve coal deposits (in tons) | T	43.2
Increase to purchase price from prior cash paid and agreement for contingent consideration	$ 8,300
Consideration transferred	47,874
Recognized amounts of net tangible and intangible assets acquired and liabilities assumed:
Inventories	1,994
Property, plant and equipment, including mineral rights and leased facilities	32,029
Customer contracts, net	19,193
Asset retirement obligation	(2,255)
Other liabilities	(3,087)
Net tangible and intangible assets acquired	47,874
Acquisitions, additional information
Agreement for additional payment included in estimated consideration transferred	6,200
Portion of additional agreed consideration amount paid to date							$ 5,600
Patriot Coal Corporation | Preliminary as of March 31, 2015
Acquisitions
Consideration transferred	47,514
Recognized amounts of net tangible and intangible assets acquired and liabilities assumed:
Inventories	3,255
Property, plant and equipment, including mineral rights and leased facilities	26,995
Customer contracts, net	19,193
Other assets	326
Asset retirement obligation	(2,255)
Net tangible and intangible assets acquired	47,514
Patriot Coal Corporation | Adjustments
Recognized amounts of net tangible and intangible assets acquired and liabilities assumed:
Inventories	(1,261)
Property, plant and equipment, including mineral rights and leased facilities	5,034
Other assets	(326)
Other liabilities	$ (3,087)
Patriot Coal Corporation | Customer contracts
Acquisitions
Initial purchase price for coal supply agreements		$ 21,000
Amount paid into escrow		$ 9,300
Escrow deposit released			7,500
Escrow deposit returned			$ 1,800
Coal to be delivered under acquired supply agreements (in tons) | T		5.1
Pro forma coal sales under acquired supply agreements (in tons) | T						0.8			2.4
Pro forma average price for coal sales under acquired supply agreements (in dollars per ton) | $ / T						46.67			46.67
Revenues generated since the Initial Closing Date					$ 29,400			$ 108,700
Consideration transferred		$ 19,200
Acquisitions, additional information
Amortization expense for acquired coal supply agreements					$ 4,000			$ 10,100

ACQUISITIONS (Details 3)

ACQUISITIONS (Details 3) - USD ($) $ in Thousands	Jan. 01, 2015	Mar. 31, 2006	Sep. 30, 2015	Dec. 31, 2014
Acquisitions
Goodwill			$ 161,985
White County Coal | MAC
Acquisitions
Purchase of equity investment		$ 1,000
MAC
Acquisitions
Equity interest (as a percent)				50.00%
Balance of equity investment				$ 1,600
Remaining equity interest acquired (as a percent)	50.00%
Cash on hand	$ 5,500
Goodwill	$ 4,200

LONG-LIVED ASSET IMPAIRMENT (De

LONG-LIVED ASSET IMPAIRMENT (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2015
Asset impairment charges
Asset impairment charge		$ 10,695	$ 10,695
Illinois Basin | Assets associated with surrendered lease agreement
Asset impairment charges
Asset impairment charge	$ 10,700

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Estimated fair value - Recurring - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Level 2
FAIR VALUE MEASUREMENTS
Fair value of long-term debt	$ 963,801	$ 833,351
Total fair value measurements	963,801	$ 833,351
Level 3
FAIR VALUE MEASUREMENTS
Contingent consideration	14,300
Total fair value measurements	$ 14,300

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Long-Term Debt
Long-term debt including current and non-current	$ 953,048	$ 821,250
Less current maturities	(142,159)	(230,000)
Total long-term debt	810,889	591,250
ARLP Revolving Credit Facility
Long-Term Debt
Long-term debt including current and non-current	403,000	140,000
ARLP Term Loan
Long-Term Debt
Long-term debt including current and non-current	212,500	231,250
ARLP Series A Senior Notes
Long-Term Debt
Long-term debt including current and non-current		205,000
ARLP Series B Senior Notes
Long-Term Debt
Long-term debt including current and non-current	145,000	145,000
ARLP Securitization facility
Long-Term Debt
Long-term debt including current and non-current	100,000	$ 100,000
ARLP Hamilton Revolving Credit Facility
Long-Term Debt
Long-term debt including current and non-current	10,000
ARLP Hamilton Equipment Financing Agreement
Long-Term Debt
Long-term debt including current and non-current	$ 82,548

LONG-TERM DEBT (Details 2)

LONG-TERM DEBT (Details 2) $ in Thousands	Jun. 26, 2015USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Oct. 16, 2015USD ($)
Long-Term Debt
Outstanding balance of debt repaid		$ 205,000	$ 18,000
ARLP Debt Arrangements
Long-Term Debt
ARLP debt arrangements requirements, period over which the ratios are required to be maintained		1 year
Actual debt to cash flow ratio for trailing twelve months				1.23
Actual cash flow to interest expense ratio for trailing twelve months				24.3
ARLP Debt Arrangements | Maximum
Long-Term Debt
ARLP debt arrangements requirements, debt to cash flow ratio		3
ARLP Debt Arrangements | Minimum
Long-Term Debt
ARLP debt arrangements requirements, cash flow to interest expense ratio		3
ARLP Revolving credit facility
Long-Term Debt
Revolving credit facility		$ 700,000		$ 700,000
Maximum separate capital lease obligations and sale leaseback arrangements		10,000		10,000	$ 100,000
Line of credit facility outstanding amount		403,000		403,000
Letters of credit outstanding		5,400		5,400
Line of credit facility, available for borrowing		$ 291,600		291,600
Annual commitment fee percentage, undrawn portion		0.25%
Frequency of commitment fee on undrawn portion		annual
ARLP Series A Senior Notes
Long-Term Debt
Outstanding balance of debt repaid	$ 205,000
ARLP Securitization facility
Long-Term Debt
Revolving credit facility		$ 100,000		100,000
Line of credit facility outstanding amount		$ 100,000		$ 100,000
Initial term		364 days
Extended term		364 days

LONG TERM DEBT (Details 3)

LONG TERM DEBT (Details 3) - USD ($) $ in Thousands	Oct. 19, 2015	Oct. 16, 2015	Sep. 30, 2015	Sep. 30, 2014
Debt Instrument [Line Items]
Outstanding balance of debt repaid			$ 205,000	$ 18,000
ARLP Hamilton Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility			$ 10,000
Effective interest rate (as a percent)			3.35%
Outstanding balance of debt repaid	$ 10,000
ARLP Hamilton Revolving Credit Facility | Prime rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)			0.10%
ARLP Hamilton Equipment Financing Agreement
Debt Instrument [Line Items]
Aggregate principal amount			$ 100,000
Frequency of installments			monthly
Amount of equal installments			$ 2,100
Interest rate (as a percent)			8.00%
Outstanding balance of debt repaid		$ 80,600

LONG-TERM DEBT (Details 4)

LONG-TERM DEBT (Details 4) - Sale-leaseback of certain mining equipment $ in Millions	Oct. 29, 2015USD ($)
Sale Leaseback Transaction [Line Items]
Proceeds from sale of mining equipment leased back	$ 100
Term of lease	4 years
Monthly rent under lease agreement	$ 1.9
Balloon payment due at end of lease term (as a percent)	20.00%

LONG-TERM DEBT (Details 5)

LONG-TERM DEBT (Details 5) - Cavalier Credit Agreement $ in Millions	Oct. 06, 2015USD ($)
Long-Term Debt
Credit facility amount	$ 100
Annual commitment fee percentage, undrawn portion	0.00%
Threshold aggregate borrowings to trigger principle repayment	$ 90
Period for initial amount of payments	2 years
Minimum
Long-Term Debt
Initial quarterly payments	$ 1.3
Quarterly payments after initial period	$ 2.5
Quarterly payments as a percentage of excess cash flow	50.00%
LIBOR
Long-Term Debt
Basis spread for variable interest rate (as a percent)	6.00%

NONCONTROLLING INTERESTS (Detai

NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014	Jun. 16, 2014	Dec. 31, 1999
Noncontrolling Interest
Noncontrolling interests	$ 475,476	$ 453,496
ARLP
Noncontrolling Interest
Units owned by parent	31,088,338		31,088,338
Accumulated Other Comprehensive Loss Attributable To Noncontrolling Interests
Noncontrolling Interest
Noncontrolling interests	$ (19,176)	(20,391)
SGP
Noncontrolling Interest
Noncontrolling interests	$ (303,802)	(303,788)		$ (303,900)
SGP | ARLP
Noncontrolling Interest
Ownership percentage by noncontrolling owners	0.01%
SGP | Intermediate Partnership
Noncontrolling Interest
Ownership percentage by noncontrolling owners	0.01%
Non-Affiliates (ARLP'S Non-Affiliate Limited Partners)
Noncontrolling Interest
Noncontrolling interests	$ 796,533	777,210
Affiliate (Cavalier Minerals)
Noncontrolling Interest
Noncontrolling interests	$ 1,921	$ 465

NONCONTROLLING INTERESTS (Det43

NONCONTROLLING INTERESTS (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Noncontrolling Interest
Net income attributable to noncontrolling interest	$ 26,765	$ 49,141	$ 100,476	$ 156,741
SGP
Noncontrolling Interest
Net income attributable to noncontrolling interest	9	17	35	55
Non-Affiliates (ARLP'S Non-Affiliate Limited Partners)
Noncontrolling Interest
Net income attributable to noncontrolling interest	26,763	$ 49,124	100,468	$ 156,686
Affiliate (Cavalier Minerals)
Noncontrolling Interest
Net income attributable to noncontrolling interest	$ (7)		$ (27)

NONCONTROLLING INTERESTS (Det44

NONCONTROLLING INTERESTS (Details 3) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Noncontrolling Interest
Distributions paid by consolidated partnership to noncontrolling interests	$ 87,623	$ 80,484
SGP
Noncontrolling Interest
Distributions paid by consolidated partnership to noncontrolling interests	49	45
Non-Affiliates (ARLP'S Non-Affiliate Limited Partners)
Noncontrolling Interest
Distributions paid by consolidated partnership to noncontrolling interests	$ 87,574	$ 80,439

NONCONTROLLING INTERESTS (Det45

NONCONTROLLING INTERESTS (Details 4) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Increase (Decrease) in Partners' Capital
Balance			$ 1,018,274	$ 855,593
Net income	$ 82,862	$ 117,690	283,053	370,084
Other comprehensive income (loss)			2,178	(209)
Settlement of directors deferred compensation			(177)	(218)
Vesting of ARLP Long-Term Incentive Plan			(2,719)	(2,991)
Common unit-based compensation			9,317	8,390
Distributions on ARLP common unit-based compensation			(1,995)	(1,666)
Contributions to consolidated company from affiliate noncontrolling interest			1,483
Distributions to AHGP Partners			(168,365)	(152,352)
Distributions paid by consolidated partnership to noncontrolling interest			(85,628)	(78,818)
Balance	1,055,421	997,813	1,055,421	997,813
Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Partners' Capital
Balance			(15,456)	(4,198)
Other comprehensive income (loss)			963	(83)
Balance	(14,493)	(4,281)	(14,493)	(4,281)
Noncontrolling Interest
Increase (Decrease) in Partners' Capital
Balance			453,496	359,721
Net income			100,476	156,741
Other comprehensive income (loss)			1,215	(126)
Vesting of ARLP Long-Term Incentive Plan			(2,719)	(2,991)
Common unit-based compensation			9,148	8,157
Distributions on ARLP common unit-based compensation			(1,995)	(1,666)
Contributions to consolidated company from affiliate noncontrolling interest			1,483
Distributions paid by consolidated partnership to noncontrolling interest			(85,628)	(78,818)
Balance	475,476	441,018	475,476	441,018
Limited Partners' Capital
Increase (Decrease) in Partners' Capital
Balance			580,234	500,070
Net income			182,577	213,343
Settlement of directors deferred compensation			(177)	(218)
Common unit-based compensation			169	233
Distributions to AHGP Partners			(168,365)	(152,352)
Balance	$ 594,438	$ 561,076	$ 594,438	$ 561,076

VARIABLE INTEREST ENTITIES (Det

VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Thousands	Oct. 26, 2015	Dec. 31, 2014	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Oct. 06, 2015	Nov. 10, 2014
Variable Interest Entities
Funding contributed				$ 47,624	$ 85,250
Contributions from noncontrolling owner				1,483
Affiliate (Cavalier Minerals) | Variable Interest Entity, Primary Beneficiary
Variable Interest Entities
Initial funding commitment								$ 48,000
Noncontrolling owner's initial funding commitment								2,000
Funding contributed	$ 900	$ 11,500	$ 16,400	35,600		$ 47,100
Remaining funding commitment			$ 900	$ 900		900
Contributions from noncontrolling owner						$ 2,000
Additional funding commitment							$ 96,000
Noncontrolling owner's additional funding commitment							4,000
Incentive distribution for noncontrolling owners (as a percent)				25.00%
Ownership interest in VIE (as a percent)				96.00%
AllDale Minerals | Affiliate (Cavalier Minerals)
Variable Interest Entities
Initial funding commitment								$ 49,000
Additional funding commitment							$ 100,000

VARIABLE INTEREST ENTITIES (D47

VARIABLE INTEREST ENTITIES (Details 2) $ in Thousands, T in Millions	Feb. 03, 2015USD ($)T	Feb. 28, 2015USD ($)T	Dec. 31, 2014USD ($)item	Sep. 30, 2015USD ($)
Variable Interest Entity [Line Items]
Advance royalties			$ 15,895	$ 26,887
WKY CoalPlay | Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Advance royalties				$ 10,800
Number of options to acquire leased reserves granted during period | item			2
WKY CoalPlay | Variable Interest Entity, Not Primary Beneficiary | Coal Reserves in Henderson and Union Counties, Kentucky | Coal lease
Variable Interest Entity [Line Items]
Lease agreement term		20 years
Percentage of earned royalty on coal sale price		4.00%
Annual minimum royalties		$ 2,100
Term to acquire the leased reserves		3 years
Percentage of internal rate of return on purchase price, if leased reserves acquired		7.00%
Payments for royalties		$ 2,100
WKY CoalPlay | Central States, a subsidiary of Patriot | Coal Reserves in Henderson and Union Counties, Kentucky
Variable Interest Entity [Line Items]
Coal reserves, rights purchased (in tons) | T	39.1	39.1
Purchase price (in dollars)	$ 25,000	$ 25,000

EQUITY INVESTMENTS (Details)

EQUITY INVESTMENTS (Details) - AllDale Minerals - USD ($) $ in Millions	Nov. 10, 2014	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Equity Investments
Allocated losses		$ 0.1	$ 0.6
Affiliate (Cavalier Minerals)
Equity Investments
Contribution to equity investee	$ 7.4	16.9	37.4
Total contributions to investee		$ 49	$ 49	$ 11.6
Ownership interest in equity method investee (as a percent)		71.70%	71.70%

WORKERS' COMPENSATION AND PNE49

WORKERS' COMPENSATION AND PNEUMOCONIOSIS (Details) - USD ($) $ in Thousands		Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reconciliation of the changes in workers' compensation liability
Beginning balance						$ 55,671	$ 61,515	$ 57,557	$ 62,909
Accruals increase						2,959	1,291	9,126	8,755
Payments						(2,250)	(2,667)	(6,864)	(8,194)
Interest accretion						489	646	1,466	1,939
Valuation gain	[1]							(4,416)	(4,624)
Ending balance		$ 55,671	$ 57,557	$ 61,515	$ 62,909	$ 56,869	$ 60,785	$ 56,869	$ 60,785
Workers' compensation discount rate (as a percent)		3.71%	3.41%	3.67%	4.11%
[1]	The liability for the estimated present value of current workers′ compensation benefits is based on the ARLP Partnership’s actuarial estimates. The ARLP Partnership’s actuarial calculations are based on a blend of actuarial projection methods and numerous assumptions including claim development patterns, mortality, medical costs and interest rates. The ARLP Partnership conducted a mid-year review of its actuarial assumptions in the second quarter of 2015 which resulted in a valuation gain primarily attributable to favorable changes in claims development and an increase in the discount rate used to calculate the estimated present value of future obligations from 3.41% at December 31, 2014 to 3.71% at June 30, 2015. The ARLP Partnership’s mid-year review of its actuarial assumptions in the second quarter of 2014 also resulted in a valuation gain primarily attributable to favorable changes in claims development, offset partially by a decrease in the utilized discount rate from 4.11% at December 31, 2013 to 3.67% at June 30, 2014.

WORKERS' COMPENSATION AND PNE50

WORKERS' COMPENSATION AND PNEUMOCONIOSIS (Details 2) - Pneumoconiosis benefits - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Accrued Workers Compensation And Pneumoconiosis Benefits
Service cost		$ 773	$ 857	$ 2,237	$ 2,571
Interest cost		524	566	1,571	1,697
Amortization of net loss	[1]	(113)	(263)	(338)	(789)
Net periodic benefit cost		$ 1,184	$ 1,160	$ 3,470	$ 3,479
[1]	Amortization of net actuarial gain is included in the Operating expenses (excluding depreciation, depletion and amortization) line item within our condensed consolidated statements of income.

COMPENSATION PLANS (Details)

COMPENSATION PLANS (Details) - ARLP LTIP - USD ($) $ / shares in Units, $ in Millions	Feb. 11, 2015	Jan. 02, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Jan. 26, 2015
Compensation Plans
Common units issued upon vesting	128,150
Share based compensation expense			$ 2.8	$ 2.5	$ 8.3	$ 7.1
Units available for grant			3,700,000		3,700,000
Unrecognized compensation expense			$ 15		$ 15
Weighted-average period for recognition of expense					1 year 3 months 18 days
Total unit based obligation recorded			18.4		$ 18.4
Phantom Share Units (PSUs)
Compensation Plans
Additional grants authorized (in units)								314,019
Units granted					303,165
Fair value as intrinsic value at date of grant (in dollars per unit)					$ 37.18
Intrinsic value of outstanding grants			$ 20.9		$ 20.9
Phantom Share Units (PSUs) | 2012 Grants
Compensation Plans
Units for which vesting requirements were deemed satisfied		202,778
Forfeitures (in units)							11,450

COMPENSATION PLANS (Details 2)

COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Millions	Feb. 23, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
AHGP LTIP
Compensation Plans
Units reserved for issuance		5,215,000		5,215,000
SERP and Deferred Compensation Plans
Compensation Plans
Share based compensation expense		$ 0.4	$ 0.4	$ 1.1	$ 1.1
SERP and Deferred Compensation Plans | Phantom Share Units (PSUs)
Compensation Plans
Units outstanding		413,471		413,471
Total intrinsic value		$ 9.4		$ 9.4
SERP And MGP Deferred Compensation Plan
Compensation Plans
Total unit based obligation recorded		13.3		$ 13.3
SERP And MGP Deferred Compensation Plan | Phantom Share Units (PSUs)
Compensation Plans
Units granted				24,741	15,860
Fair value (in dollars per unit)				$ 30.23	$ 44.47
AGP Deferred Compensation Plan
Compensation Plans
Total unit based obligation recorded		$ 1		$ 1
Common units issued	3,167
AGP Deferred Compensation Plan | Phantom Share Units (PSUs)
Compensation Plans
Units granted				3,540	3,745
Fair value (in dollars per unit)				$ 47.64	$ 62.20

COMPONENTS OF PENSION PLAN NE53

COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS (Details) - USD ($) $ in Thousands		Oct. 14, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Pension Plan
Components of net periodic benefit cost:
Service cost			$ 618	$ 543	$ 1,855	$ 1,630
Interest cost			1,074	1,019	3,222	3,056
Expected return on plan assets			(1,398)	(1,368)	(4,193)	(4,106)
Amortization of net loss	[1]		839	193	2,516	580
Net periodic benefit cost			$ 1,133	$ 387	3,400	$ 1,160
2014 plan year
Components of net periodic benefit cost:
Employer contribution					1,000
2015 plan year
Components of net periodic benefit cost:
Employer contribution		$ 700			$ 1,400
[1]	Amortization of net actuarial gain is included in the Operating expenses (excluding depreciation, depletion and amortization) line item within our condensed consolidated statements of income.

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details)		3 Months Ended				9 Months Ended
		Sep. 30, 2015USD ($)		Sep. 30, 2014USD ($)		Sep. 30, 2015USD ($)segment		Sep. 30, 2014USD ($)		Dec. 31, 2014USD ($)
Segment information
Number of reportable segments | segment						2
Reportable segment results
Total revenues	[1]	$ 566,342,000		$ 569,230,000		$ 1,731,261,000		$ 1,709,628,000
Segment Adjusted EBITDA Expense	[2]	336,074,000		348,624,000		1,045,530,000		1,023,134,000
Segment Adjusted EBITDA	[3]	203,652,000		214,673,000		612,359,000		655,132,000
Total assets		2,510,049,000	[4]	2,177,296,000	[4]	2,510,049,000	[4]	2,177,296,000	[4]	$ 2,288,755,000
Capital expenditures	[5]	51,424,000		79,081,000		159,182,000		235,060,000
Additional information
Equity in (loss) income of affiliates		(17,221,000)		68,000		(49,049,000)		(13,546,000)
Investments in affiliate		48,034,000				48,034,000				$ 224,611,000
Payments to affiliate for acquisition and development of coal reserves								1,401,000
Operating segments | Illinois Basin
Reportable segment results
Total revenues	[1]	420,517,000		395,984,000		1,237,819,000		1,224,877,000
Segment Adjusted EBITDA Expense	[2]	249,615,000		247,625,000		728,048,000		736,174,000
Segment Adjusted EBITDA	[3]	147,522,000		145,255,000		445,819,000		465,851,000
Total assets	[4]	1,799,170,000		1,526,744,000		1,799,170,000		1,526,744,000
Capital expenditures	[5]	37,350,000		62,830,000		105,536,000		182,884,000
Additional information
Equity in (loss) income of affiliates		(17,100,000)		39,000		(48,500,000)		(13,800,000)
Investments in affiliate				200,100,000				200,100,000
Operating segments | Appalachia
Reportable segment results
Total revenues	[1]	136,741,000		167,391,000		460,154,000		468,671,000
Segment Adjusted EBITDA Expense	[2]	80,421,000		95,956,000		296,980,000		275,446,000
Segment Adjusted EBITDA	[3]	53,380,000		68,501,000		154,760,000		184,460,000
Total assets	[4]	565,213,000		591,516,000		565,213,000		591,516,000
Capital expenditures	[5]	11,616,000		13,371,000		49,055,000		42,040,000
Operating segments | Other and Corporate
Reportable segment results
Total revenues	[1]	40,161,000		7,632,000		146,759,000		23,360,000
Segment Adjusted EBITDA Expense	[2]	33,701,000		6,820,000		124,321,000		18,794,000
Segment Adjusted EBITDA	[3]	6,163,000		917,000		21,432,000		4,821,000
Total assets	[4]	282,724,000		60,436,000		282,724,000		60,436,000
Capital expenditures	[5]	2,458,000		2,880,000		4,591,000		10,136,000
Additional information
Equity in (loss) income of affiliates		(100,000)		200,000		(600,000)		300,000
Investments in affiliate		48,000,000		1,500,000		48,000,000		1,500,000
Elimination
Reportable segment results
Total revenues	[1],[6]	(31,077,000)		(1,777,000)		(113,471,000)		(7,280,000)
Segment Adjusted EBITDA Expense	[2],[6]	(27,663,000)		(1,777,000)		(103,819,000)		(7,280,000)
Segment Adjusted EBITDA	[3],[6]	(3,413,000)				(9,652,000)
Total assets	[4],[6]	$ (137,058,000)		$ (1,400,000)		$ (137,058,000)		$ (1,400,000)
[1]	Revenues included in the Other and Corporate column are primarily attributable to the Matrix Group revenues, Mt. Vernon transloading revenues, MAC revenues, Wildcat Insurance revenues and brokerage coal sales.
[2]	Segment Adjusted EBITDA Expense includes operating expenses, outside coal purchases and other income. Transportation expenses are excluded as these expenses are passed through to the ARLP Partnership’s customers and consequently it does not realize any gain or loss on transportation revenues. We review Segment Adjusted EBITDA Expense per ton for cost trends.
[3]	Includes equity in loss of affiliates for the three and nine months ended September 30, 2015 of $(17.1) million and $(48.5) million, respectively, included in the Illinois Basin segment and $(0.1) million and $(0.6) million, respectively, included in Other and Corporate. Includes equity in income (loss) of affiliates for the three and nine months ended September 30, 2014 of $39,000 and $(13.8) million, respectively, included in the Illinois Basin segment and $0.2 million and $0.3 million, respectively, included in Other and Corporate.
[4]	Total assets for Other and Corporate include investments in affiliate of $48.0 million at September 30, 2015. Total assets for the Illinois Basin segment and Other and Corporate include investments in affiliates of $200.1 million and $1.5 million, respectively, at September 30, 2014.
[5]	Capital expenditures shown above exclude the
[6]	The elimination column represents the elimination of intercompany transactions and is primarily comprised of sales from the Matrix Group and MAC to the ARLP Partnership’s mining operations, coal sales and purchases between operations within different segments, sales of receivables to AROP Funding and insurance premiums paid to Wildcat Insurance.

SEGMENT INFORMATION (Details 2)

SEGMENT INFORMATION (Details 2) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reconciliation of consolidated Segment Adjusted EBITDA Expense to operating expenses (excluding depreciation, depletion and amortization)
Segment Adjusted EBITDA Expense	[1]	$ 336,074	$ 348,624	$ 1,045,530	$ 1,023,134
Outside coal purchases		(2)	(3)	(326)	(7)
Other income		455	549	750	1,178
Operating expenses (excluding depreciation, depletion and amortization)		$ 336,527	$ 349,170	$ 1,045,954	$ 1,024,305
[1]	Segment Adjusted EBITDA Expense includes operating expenses, outside coal purchases and other income. Transportation expenses are excluded as these expenses are passed through to the ARLP Partnership’s customers and consequently it does not realize any gain or loss on transportation revenues. We review Segment Adjusted EBITDA Expense per ton for cost trends.

SEGMENT INFORMATION (Details 3)

SEGMENT INFORMATION (Details 3) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reconciliation of consolidated Segment Adjusted EBITDA to net income
Consolidated Segment Adjusted EBITDA	[1]	$ 203,652	$ 214,673	$ 612,359	$ 655,132
General and administrative		(18,356)	(19,185)	(53,659)	(57,352)
Depreciation, depletion and amortization		(84,661)	(69,646)	(242,730)	(203,539)
Asset impairment charge		(10,695)		(10,695)
Interest expense, net		(7,066)	(8,152)	(22,204)	(24,157)
Income tax expense		(12)		(18)
NET INCOME		$ 82,862	$ 117,690	$ 283,053	$ 370,084
[1]	Includes equity in loss of affiliates for the three and nine months ended September 30, 2015 of $(17.1) million and $(48.5) million, respectively, included in the Illinois Basin segment and $(0.1) million and $(0.6) million, respectively, included in Other and Corporate. Includes equity in income (loss) of affiliates for the three and nine months ended September 30, 2014 of $39,000 and $(13.8) million, respectively, included in the Illinois Basin segment and $0.2 million and $0.3 million, respectively, included in Other and Corporate.

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent event $ / shares in Units, $ in Millions	Nov. 06, 2015itememployee	Oct. 27, 2015USD ($)$ / shares
Subsequent Event
Distributions declared (in dollars per unit) | $ / shares		$ 0.96
Approximate distribution to be paid		$ 57.5
Illinois Basin | Gibson
Subsequent Event
Expected reduction in force following issuance of WARN Act notices (in employees) | employee	120
Number of production units expected to be eliminated | item	1.5
Number of production units expected to remain in operation | item	4
Illinois Basin | Sebree
Subsequent Event
Expected reduction in force following issuance of WARN Act notices (in employees) | employee	140
ARLP
Subsequent Event
Distributions declared (in dollars per unit) | $ / shares		$ 0.675
Approximate distribution to be paid, including incentive distributions		$ 87.5